ICENINE DRINKS LTD TERMS AND CONDITIONS OF SALE
Welcome to the Terms and Conditions of Sale of Icenine Drinks Ltd. Please be aware that these Terms and Conditions are written with different customers in mind, including restaurants, bars, nightclubs, event organisers as well as hosts and private individuals. If you have any queries in regards to the Terms and Conditions laid out below, please do not hesitate to contact us at hello@icenine-drinks.com.
We are looking forward to a fruitful business relationship.
Best regards,
Your Icenine Drinks team
1. Application
1.1. These Terms and Conditions will apply to the purchase of goods (Goods) by the buyer (you or Customer) from Icenine Drinks Ltd a company registered in England and Wales under number 12072348 whose registered office is at Unit 23 The Cobalt Building 1600 Eureka Park, Lower Pemberton, Ashford, Kent, TN25 4BF (we or us or Supplier).
1.2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or our quotation or from the date of any delivery of the Goods (whichever happens earlier).
1.3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. Interpretation
2.1. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2.2. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
2.3. Words imparting the singular number include the plural and vice-versa.
3. Goods
3.1. The description of the Goods is set out in our sales documentation (which includes our official website and our communications with you) unless expressly changed in our quotation, if any. Save in the foregoing instances, you acknowledge that you have not relied upon any other statement, promise or other representations about the Goods.
3.2. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
4. Price
4.1. The price (Price) of the Goods and any applicable VAT and delivery fees are set out in our quotation current at the date of your order or such other price as we may agree in writing.
5. Cancellation and Alteration
5.1. Specifications of the Goods are subject to alteration without notice as set out in the clause above (Goods).
5.2. The quotation is valid for a period of 15 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
5.3. No obligation to supply or deliver the Goods shall arise until you accept the quotation.
5.4. We reserve the right to cancel any order of Goods at any time for any or no reason and we shall give you notice of such cancellation.
6. Payment
6.1. We will invoice you for the Price plus any applicable VAT and delivery fees according to the payment terms laid out in the quotation and/or the invoice.
6.2. You must make full payment against the invoice within the payment terms of our invoice.
6.3. You must make payment even if you for any reason fail to take delivery of Goods properly delivered to you.
6.4. If you do not pay within the period laid out in the quotation and/or invoice, we will suspend any further deliveries to you and, without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 4% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
6.5. All payments must be made in British Pounds unless otherwise agreed in writing between us.
6.6. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
7. Delivery
7.1. We will arrange for the delivery of the Goods to the address specified in the quotation or your order or to another location we agree in writing.
7.2. Subject to the specific terms of any special delivery service agreed between us, delivery can take place at any time of the day and must be accepted in person. You shall ensure that all deliveries to the agreed location on the agreed day shall be received by you or your nominated representative and the delivery order shall be duly signed for, which shall form valid and binding proof of receipt and upon which all risk in the Goods shall pass to you.
7.3. You acknowledge that due to the nature of the Goods, in the event of your failure to take delivery thereof in accordance with these Terms and Conditions, you shall pay the full Price of the Goods and the cost to us to retrieve, store, dispose, replace, redeliver or handle in any way the Goods as necessary.
7.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7.5. We may deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
8. Inspection and Acceptance of Goods
8.1. You must inspect the Goods on delivery or collection.
8.2. If you identify any damages or shortages, you must inform us in writing within 4 days of delivery, providing details.
8.3. Other than by mutual agreement, Goods may not be returned unless we have had the opportunity to conduct an inspection and are satisfied that those Goods are defective at the time of delivery. No returns are permitted where the defect to the Goods arise due to improper storage, handling or use of the Goods in contravention to our instructions.
8.4. Subject to your compliance with this clause and/or our agreement, you may return the Goods, and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
8.5. We will be under no liability or further obligation in relation to the Goods if;
8.5.1. you fail to provide notice as set above; and/or
8.5.2. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
8.5.3. the defect arises because you did not follow our oral or written instructions about the storage and use of the Goods; and/or
8.5.4. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
8.6. Acceptance of the Goods will be deemed to be upon inspection of them by you and, in any event, within 4 days after delivery.
9. Risk and Title
9.1. The risk in the Goods will pass to you on completion of delivery.
9.2. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for;
9.2.1. the Goods; and/or
9.2.2. any other goods or services that we have supplied to you in respect of which payment has become due.
10. Equipment
10.1. Subject to agreement, we can provide a specialised freezer for storage of the Goods (Equipment) for you to use as part of our business Relationship (Relationship).
10.2. Where we provide you with Equipment, you and us agree that:-
10.2.1. We shall remain the owner of the Equipment (Owner) and you are permitted the use of the freezer upon our terms and conditions (User).
10.2.2. The User is solely liable for any and all loss, damage or injury howsoever arising and to any party resulting from the use and care of the Equipment or the use of the Equipment whether by the User, its employees, representatives, agents, contractors, sub-contractor, licensees or any other party.
10.2.3. Title in the Equipment shall remain with the Owner. The User assumes all care and risk of and in the Equipment and shall obtain sufficient insurance for that purpose, providing the Owner with the relevant cover note for inspection.
10.2.4. In the event of multiple orders or an ongoing supply of Goods as part of the Relationship, the Equipment may be provided for the duration of the Relationship on condition that the User maintains a minimum order volume of Goods to be specified by us. Failing the minimum order volume, the Owner may at any time instruct or arrange for the retrieval of the Equipment and the User shall extend its cooperation in that regard.
10.2.5. Notwithstanding the continuation of a Relationship, the Owner may at any time and for any or no reason give notice for the Equipment to be returned by the User or arrange for retrieval of the Equipment.
10.2.6. The Equipment shall be promptly returned to the Owner in good working condition upon the termination of the Relationship or upon the Owner’s instruction, whichever is the first to happen.
10.3. The Equipment shall be placed in a location that permits easy retrieval of the Goods. Parties shall mutually agree on the precise placement of the Equipment, which must meet the following conditions:-
10.3.1. The Equipment must at all times be placed in a location that is visible and accessible in a safe manner;
10.3.2. The Equipment must at all times be placed in a location that is well-ventilated, and its ambient temperature does not exceed the allowable operating temperature of the freezer;
10.3.3. Protected from damage.
10.4. The User agrees to take all necessary and reasonable steps to maintain the Equipment in good repair, appearance and condition for the duration of the Relationship, including the proper storage, upkeep and use thereof, fair wear and tear excepted.
10.5. Loss and damage
10.5.1. The User shall be responsible for the risk of theft, loss or damage to the Equipment, whether or not due or attributable to any acts or omissions of the User at any time during the Relationship.
10.5.2. In any one of the foregoing events, the User shall give immediate written notice to the Owner.
10.6. Upon delivery of the Equipment to you and at all times that the Equipment is in the possession, custody or control of the User, the Equipment shall be at the sole risk of the User. The User shall, at its own expense, obtain and maintain for the subsistence of the Agreement the following insurance covers:-
10.6.1. comprehensive insurance coverage of the Equipment at a value no less than for the full replacement thereof, against all risks of loss, damage or destruction by fire, theft or accident and any other risks as Icenine may from time to time nominate in writing;
10.6.2. third party liability insurance for an appropriate amount agreed by us to cover any public liability risks of whatever nature and howsoever arising in connection with the Equipment; and
10.6.3. any other insurance against other or further risks relating to the Equipment as may be required in law or as Icenine may consider necessary from time to time.
10.7. Upon request, the User shall provide us with copies of the relevant insurance policies and proof of premium payment. In the event of loss, accident, damage or destruction of the Equipment, the User shall give immediate written notice to us.
10.8. The User agrees that the Owner shall not under any circumstances be held liable for any cost, loss, expense or damage (including but not limited to loss of use, profits or goodwill or other intangible losses), whether direct, indirect, incidental, consequential or otherwise, as a result of:-
10.8.1. Failure to use the Equipment in accordance with our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Equipment; and/or
10.8.2. Anything arising from normal wear and tear of the Equipment; and/or
10.8.3. Any act, omission, breach, negligence or default of the User in the use, care and maintenance of the Equipment.
11. Termination
11.1. We can terminate the sale of Goods under the Contract where;
11.1.1. you commit a material breach of your obligations under these Terms and Conditions;
11.1.2. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors:
11.1.3. You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors: or
11.1.4. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
12. Limitation of Liability
12.1. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
12.2. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3. If we do not deliver the Goods, our liability to you is limited to, where paid, a refund of the Price paid and, where unpaid, cancellation of any invoice.
12.4. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
12.5. We will not be liable (whether caused by our employees, agents or otherwise) in connection with anything under these Terms and Conditions for;
12.5.1. any indirect, special or consequential loss, damage, costs, or expenses; and/or
12.5.2. any loss of profits: loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or,
12.5.3. other third-party claims; and/or
12.5.4. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
12.5.5. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations.
12.6. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence, or for any matter for which it would be illegal for us to exclude or limit our liability and for fraud or fraudulent misrepresentation.
13. Communications
13.1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
13.2. Notices will be deemed to have been duly given:
13.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
13.2.2. When sent if transmitted by fax or email and a successful transmission report or return receipt is generated;
13.2.3. on the fifth business day following mailing, if mailed by national ordinary mail; or
13.2.4. on the tenth business day following mailing, if mailed by airmail.
13.3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
14. Data Protection
14.1. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
14.2. The parties agree that where such processing of personal data takes place, the Buyer shall be the ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR as may be amended, extended and/or re-enacted from time to time.
14.3. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
14.4. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these Terms and Conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
14.5. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
14.6. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection is specified in its Data Protection Policy, which can be found at: https://icenine-drinks.com/privacy-policy/. For any enquiries or complaints regarding data privacy, you can e-mail: hello@icenine-drinks.com.
15. Assignment and other dealings
15.1. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of us.
16. Entire agreement
16.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
17. Variation
We shall be entitled to vary the Terms and Conditions herein from time to time and any such variation shall be binding on you with effect from the date of notice of the variation, or the date you accept a quotation, whichever is the first to take place.
18. Circumstances Beyond the Control of Either Party
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
19. Waiver
Any failure by us to exercise or enforce our right under the Contract shall not be a waiver of that right nor prevent us from exercising or enforcing such right at a later time.
20. Severance
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
21. Law and Jurisdiction
These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales, and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.