Terms of Sale
Last update [December 06, 2019]
Forewords. [1.1] In these terms: “Purchaser” means the person who accept the Provider’s quotation for the sale of Products or whose order for Products is accepted by the Provider. “Products” means the products which the Provider is to supply in accordance with these Terms. “Provider” means Grapebee Limited. “Terms” means the standard terms of sale set out in this document to which all Agreements shall be subject and (unless the context otherwise requires) includes any additional terms and conditions agreed in Writing between the Purchaser and the Provider. “Agreement” means the document containing the clauses for the provision of the sale and the purchase of the Products. “Writing” includes fax and scans, electronic signatures but not email or chat messages. [1.2] Any reference in these Terms to any act or any clause shall be interpreted as that act and/or clause is amended, re-enacted or extended at the relevant time.
 Agreement, Price and Payment
Agreement. [2.1] Quotation are invitation to negotiate. [2.2] Orders are accepted by the Provider under those Terms. Alteration to the Terms occur only under the written agreement of the Provider. [2.3] Acceptation of the Order is subject to availability; substitutions happen only with Purchaser’s confirmation. [2.4] Order accepted by the Provider can be cancelled only with the written agreement of the Company Director of the Provider. [2.5] The Provider can: change the packaging at any time; change specification of products to conform to normative requirements or specific Provider’s requirements that do not affect Product’s quality or performance. [2.6] The Provider shall not be liable if itself or its agents misrepresent to the Purchaser the quality of the Products unless the representation is made/confirmed in writing by the Provider and/or fraudulent. [2.7] Without amending the previous clause, despite the Provider applies controls and re-examinations on the preparation of its catalogues, price lists and other documents and these are made in the absence of fraud for anything related to its responsibility, these communication materials shall not constitute representations by the Provider. If the Purchaser requires advice on the Products a specific request for written advice should be made. [2.8] Any error or fault discovered in documents issued by the Provider shall go under correction without any liability on the part of the Provider.
Price. [2.9] Price of Products is made with reference to costs and excise levels at the time a quote is issued or agreed. The price of the Products when including excise duties shall be the one ruling at the date of the delivery. Quoted prices are exclusive of delivery charges and Value Added Tax which is payable at the date of delivery unless zero rated or exempt from VAT. [2.10] Any discounts, subtractions, bonuses, or refunds agreed are only available if all sums due from the Purchaser to the Provider are paid by the due date. [2.11] Prices in quotations are developed for being applied to quantities, specifications and delivery dates. If a placed order delays or varies from its requirements due to the Purchaser’s additional instructions or lack of instructions the Provider shall be entitled to adjust the price. [2.12] The Purchaser will refund the Provided for the cost of private label products supplied.
Payment. [2.13] The Provider shall be entitled to invoice the Purchaser for the price of Products on or after the time the Products are ready for delivery or collection. [2.14] The Purchaser shall pay the price of the Products (less any discount the Purchaser is entitled to apply but without any other subtractions) within 3 weeks of the month following (unless different payment agreement written between Purchaser and Provider) even though the property in the Products has not passed to the Purchaser. The time of payment of the price shall be of the essence of the Contract. Receipt will be issued upon request. [2.15] Credit is granted and may be reviewed at any time at the Provider's discretion. The Provider may refuse to implement the Contract if the condition for payment turns unsatisfactory to the Provider. [2.16] Grapebee accepts credit card payments; transactional fee may apply on all orders but the ones which requires immediate payment, in-advance payment or coming from accounts which have been granted credit.
 Delivery, Checking and Returns
Delivery. [3.1] Delivery shall occur when the Purchaser has collected the Products or when the Provider has delivered the Products to the address agreed. [3.2] Deliveries are free of charge for UK when the order meets the minimum threshold. Otherwise, and/or fall outside the defined delivery programmed for any given geography, the Provider shall add delivery charge which will be communicate on quotation for the order. [3.3] If the Purchaser fails to accept or collect the delivery or to give adequate access or instructions, delivery shall be reassessed and the Provider (without excluding any other possibility the Purchaser may have) may do one or more of these actions: (a) add charges for failed delivery; (b) store the Products at the Purchaser risk and cost; (c) invoice the Purchaser for the Products; (d) terminate this Contract without liabilities on the Provider’s part and/or recover from the Purchaser all costs and losses incurred by the Provider. [3.4] Any dates quoted for delivery of the Products are approximate only. The Provider shall not be liable for any delay in delivery. Time for delivery shall not be the essence unless previously agreed by the Provider in writing. [3.5] If the Provider fails to deliver the Products and the cause isn’t beyond the Provider’s reasonable control or isn’t the Purchaser’s fault, the Provider is liable to the Purchaser; the liability shall be limited to the eventual excess of the cost of the Purchaser to stock up similar Products, in the cheapest available market, over the price of the Products. [3.6] The Provider reserves the right to split delivery in two or more parts and invoice the Purchaser for each part. Any claim raised from the Purchaser to the Provider with reference to one delivery part shall not affect the Purchaser responsibility with reference to any other part. [3.7] If a delivery executed according to the Purchaser instructions will cause losses damages costs and expenses to the Provider, the Purchaser will refund the Provider. The amount will be reduced if a proportion of the damages are due to the Provider’s negligence.
Checking. [3.8] The Purchaser shall check the Products at the time of collecting or receiving them. Nothing in these Terms shall require the Purchaser to break packaging and/or unpack Products. [3.9] If the Purchaser checked a delivery as not conform, a claim to the Provider shall be made in written within two days from collecting or receiving the delivery. After this period the Purchaser shall not be entitled to reject the Products. [3.10] The Provider’s liability for failure to conform to the Agreement is limited to the provision of the Products as ordered and the Provider shall not be liable for any damages whatsoever. The Purchaser remains liable to pay the full invoice price of the other products delivered in accordance with the Agreement. Any other claim for damages is subject to clause  Responsibility. [3.11] By accepting the Products signing a Proof of Delivery the Purchaser waives any right to reject or pursue any claim related to the delivery of the Products.
Returns. [3.12] Product returned by the Purchaser will not be credited unless a previous written consent of the Provider. The Provider will not accept returns of out of conditions / damaged products.
 Risk, Title and Retention
Risk. [4.1] The risk in the Products shall pass to the Purchaser when the Products are delivered by the Provider or collected by the Purchaser.
Title. [4.2] The title of the Products shall remain with the Provider until the Provider has received payment in full of any sum outstanding between the Purchaser and the Provider. [4.3] Until the title passes the Purchaser: shall hold the Products stored separately, protected and insured and shall not interfere with any identification marks on the Products; may sell the goods in the ordinary course of the business under these conditions: the proceeds of any sale received are held in trust for the Provider; if the Purchaser has right against its customers, those will be transferred to the Providers at the Provider’s request; the Purchaser right to sell the Products may be withdrawn by the Provider on notice at any time and will cease in the event defined in  Termination. [4.4] The Provider shall be entitled at any time to recover any or all the Products to which it has title. [4.5] The Purchaser shall not be entitled to use the Products which remain property of the Provider as way of security for any indebtedness; if it does so, any sum of money owed by the Purchaser to the Provider becomes due and payable. [4.6] None of the Products are supplied on a “sale or return” basis.
Retention. [4.7] Until the Provider has received payment in full for the Products: title in the Products shall not pass to the Purchaser; the Purchaser shall store the Products in a way that they can be readily identified as property of the Provider and in satisfactory conditions; the Purchaser shall inform the Provider about such information; the Purchaser shall notify the Provider in case of insolvency; if the Purchasers fails to notify the Provider may require to deliver up the Products or enter any premises in order to retrieve the them.
 Responsibilities and Termination
Responsibilities. [5.1] In these Terms nothing shall exclude or restrict the Provider’s liability for death or personal injuries resulting from the Provider’s negligence. [5.2] The statutory rights of the Purchaser under the Consumer Transaction Order 1976 are not affected by these Terms. [5.3] Given the nature of the Products acknowledged by the Purchaser and by the Provider, the Provider warrants that reviewed the type and quality of the Products as at the time of the Agreement, the Products will at the time of delivery correspond to any requirement issued by the Purchaser and will, for a reasonable period, be of satisfactory quality. [5.4] The [5.3] warranty, subject to clauses [5.1] and [5.2] is given by the Provider subject to the following conditions: (a) The Provider shall be under no liability in respect of the defect of the Products that would have been apparent during a checking as described  Checking; (b) the Provider shall not be liable for any defect in the Products derived from any requirement issued by the Purchaser; (d) the Provider shall not be liable for any defect in the Products unless the defect is discovered within a reasonable period of time and the Provider is notified within 10 working days from the discovery of the defect. (e) the Provider shall not be liable for any defect in the products if the defect originates from the Purchaser’s: negligence, or handling, or storage, or failure to follow instructions given by the Provider whether oral on in writing; the Provider shall not be liable under the above warranty if the total price for the Products has not been paid by the due date for payment. [5.5] Subject to clauses [5.1] and [5.2] and as expressively stated in these Terms, and except when Products are sold to a person dealing as consumer (under Unfair Contract Terms Act 1977), all warranties implied by statute or common law are excluded to the fullest extent permitted by law. [5.6] When a valid claim in accordance with this clause  Responsibilities is notified to the Provider in accordance with these Agreements, the Provider may replace the Products part of the question free of charge or return to the Purchaser the Price of the Products part of the question with no further liability to the Purchaser.
[5.7] Subject to clauses [5.1] and [5.2] the Provider shall not be liable for misrepresentation (unless fraudulent), or in contract tort (including negligence) or, any the cause of negligence of the Provider (including its employees or agents), in connection with the supply of the Products (including any delay or any failure in accordance with the Agreements or at all) or in connection with their use or resale by the Purchaser, for: (a) any loss of profit, business, contracts, revenues or anticipated savings; and/or (b) any special, indirect or consequential loss or damage, costs, expenses of any nature whatsoever. [5.8] The Purchaser will refund the Provider against all losses, on an indemnity basis, in connection with the Provider payment or agreement to pay in settlement of any claim by any third party arising from the supply or the use of the Products. [5.9] Without prejudice of any other provisions of these Terms in any event the Provider’s total liability arising from any one act of default on the Provider’s part shall not exceed the amount received by the Provider for the claim under its insurance policy covering such risks.
Termination. [5.11] “Insolvent” means the Purchaser becoming unable to pay its debts with reference to the Insolvency Act 1986, or ceasing to pay its debts, or the Purchaser is being unable to pay its debts as they become due or ceasing/threatening to cease to carry on its business or the Provider is reasonably getting the awareness that any of the above mentioned events is about to happen. [5.12] “Associated Company” means the Purchaser’s subsidiary, or holding, or subsidiary of such holding or any Company the Purchaser’s Directors have control, with references to Company Act 1985 and Company Taxes Act 1988. [5.13] If the Purchaser fails to pay any sum due to the Provider under any contract on the due date or any Associated Company becomes Insolvent or there is a material change in the Purchaser or Associated Company’s constitution, or commit a material breach of these Agreement and fails to amend upon request, all sums outstanding between Purchaser and Provider shall become immediately due and the Provider shall be entitled to: (a) require payment in advance for further deliveries; (b) charge interest rate on the outstanding debt at the rate of 4 per cent above the Bank of England base rate in force from time to time from the due date until the date of payment; (c) suspend or cancel any further deliveries of Products to the Purchaser without liability on the Provider’s part; (d) exercise any of the rights in  Title and Retention; (e) terminate any contract with the Purchaser or any Associated Company without liability on the Provider’s part. [5.14] If the Purchaser fails to honour any cheque given to the Provider on presentation, the Provider shall be entitled to charge a fee of £25.00 (exclusive of VAT) in respect of each and every event of such type without prejudice to clause [5.13 (b)]. [5.15] Without prejudice to clause [5.14] the Purchaser shall reimburse the Provider’s costs on an indemnity basis which the Providers incurs in enforcing the Provider’s rights under this Agreement.
 Data Protection and Authorities
Data Protection. [6.1] If the Purchaser is an individual the Purchaser agrees that the Provider may: [6.2] seek, hold and process information as a result of any agreements the Purchaser has with the seller; [6.3] Use this information for credit assessment purposes. [6.4] Disclose any information the Provider holds about the Purchaser to provide credit or trade references, to the extent the Provider is required or permitted to do so by law. [6.5] Hold and use this information for 6 years after the trading relationship and then erase them except for a record of credit and records for account closure. [6.6] If the Purchaser is a body corporate the Provider may process information relating to shareholders or members and directors.
UK Authorities. [6.7] This Agreement shall be interpreted according to the Law of England and Wales and the Purchaser agrees to submit to the non-exclusive jurisdiction of the English Courts. [6.8] The Provider shall not be liable for any failure to perform its contractual obligations if the failure was due to any cause beyond the Provider’s reasonable control. [6.9] The waiver of the Provider of any failure of these Terms shall not be intended as a perpetual waiver of that failure of the same or any other clause of this Agreement. [6.10] If any clause or sub-clause of these Terms is held to be invalid by a competent authority, the other clauses or sub-clauses of these Terms shall remain in full force and effect. [6.11] No person may enforce these Terms under the Contracts Act 1999. [6.12] Under these Terms, Written communications shall be addressed to the other party at its registered office or any other relevant address given for the purpose of this Agreement and the communication shall be intended as received: (a) if sent by first class post, two working days after posting exclusive of the day of posting; (b) if delivered by hand, on the day of delivery; (c) in sent by fax: at the time of confirmation of transmission of the entire fax.
International Authorities. [6.13] In this clause of the Agreement, “Incoterms” means the rules of interpretation of trade terms of the International Chamber of Commerce; “International Sales” includes export sales from the United Kingdom (UK) and triangulation sales from non-UK Countries. [6.14] This clause  International Authorities applies to international sales. [6.15] Terms which has been given a meaning in Incoterms, shall have the same meaning in these Terms. If there is any conflict between Incoterms and these Terms, these Terms will prevail. [6.16] The means of this clause shall apply notwithstanding any other means of these Terms unless any special terms agreed in writing. [6.17] The Purchased shall be responsible for complying with importation and taxation norms during the importation of the Products into the country of destination. [6.18] The Purchaser must advise the Provider in writing of any special product, labelling, packaging requirements applicable to the country of destination otherwise the Products will be supplied to the Provider’s marketing requirements. [6.19] Unless otherwise agreed in Writing, the Purchaser shall check the Products before shipment. The Provider shall have no liability for any failure to comply to any agreed requirement which would be apparent from checking as inspection and after the shipment, or with reference to any damage during transit. [6.20] The Provider will not be liable under this clause  International Authorities unless the Provider receives written notice within 21 days of the arrival of the Products at the delivery address. Where the Provider’s invoices are exclusives of UK tax and excise duty the Purchaser will supply evidence of the shipment conform to UK/EU statutory requirements within 30 days of exportation. The Provider reserves the right to debit the Purchaser with any costs derived from the failure in procuring such evidence.