DBGitalia TERMS & CONDITIONS 2018
This is an Ex Works, Ex-Cellar (Franco Cantina) Offer with all wines offered in €uro.
- Orders should be placed by email using an official company purchase order.
- Any errors in invoicing or delivery or terms will be deemed to be at the fault and expense of the purchaser unless the above is adhered to.
- This agreement shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, confirmation of order, specification or other document).
- No terms or conditions endorsed on, delivered with or contained in the Purchaser’s purchase order, confirmation of order or other document shall form part of the agreement simply as a result of such document being referred to in the agreement.
- Shipments ex-cellars will be for a minimum 240bts per producer.
- Grouped consolidation, ex-Livorno for ex EU, or ex-Piacenza for intra EU, will be for a minimum of 120 bts per producer.
- UK DELIVERY
- We do not guarantee timed deliveries and delivery date shall not be of the essence for this contract.
- Any liability of the Company for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such goods.
- Unless otherwise agreed by the Company in writing, the price for the goods shall be the price set out in the Company’s price list published on the date of order.
- Ex cellars prices are per bottle in euros (€).
- All prices are quoted exclusive of local duty and VAT.
- First time orders to be paid in advance; subsequent orders 60 days from receipt of invoice (or unless otherwise instructed).
Ex-cellars – invoices will be raised in Euros (€) unless otherwise stated, and issued upon collection of the wine, with payment due 60 days from receipt of invoice unless otherwise stated. This will also apply to shipments made from the consolidated warehouse in Piacenza/Livorno.
- The right is reserved to charge interest at the rate of 1.5% per month on overdue accounts. Should any amount be overdue all amounts on any accounts become payable immediately.
- All sums payable to the Company under this agreement shall become due immediately on its termination. This clause 6c is without prejudice to any right to claim for interest under the law or under this agreement.
- d) Payments are accepted by bank transfer. All goods should be examined on delivery. Any missing or damaged goods should be noted on the delivery document and promptly reported to DBGitalia.
- At DBGitalia’s discretion wines may be accepted for return and credit but only in complete unopened cases. Wines no longer listed or bought more than 1 year before the date of return will not be accepted.
- Ownership of all goods delivered to a buyer remains with DBGitalia until the buyer has paid all sums due to DBGitalia on any account.
- Office Opening Hours
- i) The office of DBGitalia is open from Monday to Friday 9am-6pm excluding UK public holidays.
- ii) Christmas and New Year opening hours will be published in November.
- All previous lists are hereby cancelled.
RISK AND TITLE
- Risk in the products shall pass on collection from the winery for ex cellar sales or for IBD sales on delivery to the customer (or their nominated delivery address).
- Title shall not pass to the Purchaser until the Company has received payment in full (in cash or cleared funds) for:
- the goods; and
- all other sums which are or which become due to the Company from the Purchaser for the supply of all other goods and/or services rendered at any time by the Company to the Purchaser on any account.
- Until title to the goods has passed to the Purchaser, the Purchaser shall:
- hold such goods on a fiduciary basis as the Company’s bailee;
- store such goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Company’s goods;
iii. not remove, deface or obscure any identifying mark or packaging on or related to such goods; and
- maintain such goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks with an insurer that is reasonably acceptable to the Company. On request the Purchaser shall allow the Company to inspect such goods and the insurance policy.
- The Purchaser may resell or use the goods in the ordinary course of business.
- Where the Company is unable to determine whether any goods are the goods in respect of which the Purchaser’s right to possession has terminated, the Purchaser shall be deemed to have sold all goods of the kind sold by the Company to the Purchaser in the order in which they were invoiced to the Purchaser.
- If before the title to the goods passes to the Purchaser, the Purchaser becomes subject to any of the events below then, provided that such goods have not been resold and without limitation to any other right or remedy the Company may have, the Company may at any time require the Purchaser to deliver up such goods and, if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the relevant goods are stored in order to recover them.
- The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Company.
The Company reserves the right to defer the date of delivery or to cancel this agreement or reduce the volume of the goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Purchaser shall be entitled to give notice in writing to the Company to terminate the agreement.
The Company may terminate this agreement with immediate effect by giving written notice to the Purchaser if:
- the Purchaser suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
- the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that of the Purchaser; or
- a creditor or encumbrancer of the Purchaser attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
- the Purchaser ceases, or threatens to cease, to carry on all or substantially the whole of its business.
- If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
- Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
- This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.