MOLSON COORS BREWING COMPANY (UK) LIMITED
MOLSON COORS DIRECT WEBSITE
WEBSITE USER TERMS & CONDITIONS
& GENERAL CONDITIONS OF SALE
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions (unless the context otherwise requires), the following words and phrases shall have the following meanings:
"Conditions" means these terms and conditions of sale and use of the Website;
"Contract" means a contract for the sale of Products made by or on behalf of the Supplier with a Customer;
"Customer" means a person to whom the Supplier supplies or is to supply Products pursuant to a Contract;
"Dispense Equipment and Customer Technical Services Manual" means the manual, as the same may be varied, amended or updated from time to time, which sets out the details of ownership, use and the parties’ rights and obligations with respect to equipment for the dispense of Products;
"Order" means an order for the Products received by the Supplier from the Customer;
"Products" means the products, including any Returnable Packaging, which the Supplier supplies pursuant to a Contract;
"Returnable Packaging" means all containers and packaging, including casks, kegs, bottles, cylinders (but excluding CO2 and mixed gas bottles), pallets, locator boards, separators, crates and cases, including any tracking and electronic data devices attached thereto, provided to the Customer by the Supplier;
"Supplier" means Molson Coors Brewing Company (UK) Limited a company registered in England and Wales under number 26018 whose registered office is at 137 High Street, Burton-on-Trent, Staffordshire DE14 1JZ; and
"Working Day" means a day, other than a Saturday or Sunday, on which clearing banks in London are ordinarily open for business.
“Website” means the website www.molsoncoorsdirect.co.uk
1.2 In these Conditions (unless the context otherwise requires):
1.2.1 construction of these Conditions shall ignore the headings (all of which are for reference only); and
1.2.2 any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision.
2.1 These Conditions shall govern and be incorporated into every Contract, and shall prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence, Order, documentation submitted by the Customer or elsewhere or implied by custom, practice or course of dealing.
2.2 The Customer's acceptance of delivery of the Products shall (without prejudice to condition 3 or any other manner in which acceptance of these Conditions may be evidenced) constitute unqualified acceptance of these Conditions.
2.3 The Customer’s attention is specifically drawn to conditions 3.3 to 3.9, 5.1 to 5.4, 7.1, 7.6, 9.8, 11.3, 11.5 to 11.7, 12.2 to 12.7 and 14.3 which relate, for the most part, to exclusions and limitations upon the Supplier’s liability.
3. BASIS OF THE SALE
3.1 A quotation by the Supplier (including prices displayed on the Website) does not constitute an offer and the Supplier reserves the right to withdraw (on the basis of Product unavailability, Customer credit status or otherwise) or revise a quotation or its prices at any time before it accepts an Order.
3.2 Without prejudice to or derogation from condition 3.1, the Customer acknowledges that the Supplier is entitled at any time to discontinue any or all of the manufacture, supply, sale and promotion of any of the Products.
3.3 An Order does not by itself complete a Contract. No Order shall be binding on the Supplier unless and until it is accepted over the telephone or by electronic communication by an authorised representative of the Supplier or confirmed in writing by the Supplier and the Products have been delivered to the Customer. When placing an order through the Website the Customer makes an offer to the Supplier. A binding Contract will only be formed between the Customer and the Supplier once the Supplier has accepted the offer and delivered the Products to the Customer in accordance with this clause 3. Please note, that an email confirming the Customer’s Order is not the Supplier accepting the Order, and a Contract is not at that stage formed between the Supplier and the Customer. The Supplier is not obliged to accept any Order that the Customer makes, may refuse to accept an Order for any reason whatsoever, will have no liability in respect of refusing or otherwise failing to accept an Order. No other term of these Terms and Conditions may be construed as creating an obligation on the Supplier to accept an Order.
3.4 It is the Customer’s responsibility that the Order, particularly when communicated verbally, has been understood correctly by the Supplier at the time it is placed as any allegation of misunderstanding will not constitute good grounds, in and of itself, to refuse to accept delivery of any Product(s). For this purpose and to establish any pattern of illegitimate failure to take delivery calls pertaining to the placing of Orders may be monitored and/or recorded in accordance with the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000.
3.5 Without prejudice to or derogation from condition 3.4, in the absence of manifest evidence to the contrary, the Supplier shall be entitled to treat any Order placed by a person purporting to represent the Customer as binding the Customer. Similarly, the Supplier shall be entitled, in the absence of manifest evidence to the contrary, to treat any signature obtained in good faith from a person purporting to represent the Customer as binding the Customer with respect to acceptance of a delivery of Products.
3.6 Upon delivery all Products should be examined and, if applicable, any shortages and/or damage to the Products particularised on the delivery note or in such other manner as the Supplier may elect, before being signed by an authorised representative of the Customer with a legible signature so that the signatory may be subsequently identified in the event a claim is made.
3.7 The Supplier’s employees, sub-contractors and/or agents are not authorised to make any representations concerning the Products other than what is expressly set out in the Contract, these Conditions or subsequently confirmed in writing by an authorised representative of the Supplier. By entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any representations not so confirmed.
3.8 Without prejudice to or derogation from conditions 6 and 8, any advice given by the Supplier’s employees, sub-contractors and/or agents to the Customer’s employees, sub-contractors and/or agents regarding the storage and/or the dispensing of the Products which is not confirmed by the Supplier in writing is relied upon entirely at the Customer’s own risk and the Supplier shall not be liable for any advice not so confirmed.
3.9 Any clerical, typographical or other error or omission in any sales literature, price list quotation, invoice or other document or information published by the Supplier or on its behalf shall be subject to correction without any liability on the part of the Supplier. All descriptions, illustrations and such of the Products contained in the Supplier’s advertisements and other sales literature are intended merely to give a general impression of the Products conveyed therein and shall not form part of the Contract.
4. DATA USE AND DISCLOSURE
4.1 The Supplier will use the information provided by the Customer for the purpose of administering the Customer's account, for carrying out the Supplier's obligations under any Contract and for ancillary purposes. The Supplier will also disclose such information to other members of the Supplier’s group of companies where necessary for such purposes from time to time.
4.2 The Customer acknowledges that the Supplier will carry out searches about the Customer at credit reference agencies and will use the credit information provided by such agencies for the purposes of account administration, credit checking, debt tracing and fraud prevention. The Supplier may at any time give information, including opinion, relating to any account held by the Customer to any credit reference agency, bank or supplier (a "data recipient") as may be necessary in the normal course of the Supplier's business. The Customer hereby authorises the Supplier to disclose such information to data recipients and acknowledges that such information may be disclosed by data recipients to third parties for purposes including, but not limited to, assessing credit applications, debt tracing and fraud prevention. Additionally the Supplier may at any time, subject to the provisions of the Consumer Credit Act 1974, seek an opinion on the status of any account from any third party as may be necessary in the normal course of business.
4.3 The Customer agrees that all information collected by the Supplier in relation to the Customer, subject to the provisions of the Data Protection Act 1998, may be stored used and disseminated within and by the Supplier for the purposes of marketing, promotional analysis, compilation of statistics and related purposes and for informing the Customer of new products and/or services offered by the Supplier.
4.4 The Customer acknowledges that Returnable Packaging may contain tracking devices and hereby consents to the Supplier and its agents using the information obtained therefrom and to disclose such information to, and for the use by, distributors of its Products for the purposes of improving distribution efficiencies, and other third parties for purposes including, but not limited to, investigation as to compliance with these Conditions and detection/prevention of criminal activity.
5.1 The dates mentioned in any quotation, Order, acceptance form or elsewhere for delivery of the Products are approximate only and time for delivery is not of the essence and shall not be made so by the service of any notice. The Supplier accepts no liability for failure to deliver on or by a particular date or dates nor shall the Supplier be required to fulfil Orders in the sequence in which they are placed.
5.2 Unless otherwise agreed in writing, the Supplier shall determine method, date and time of delivery. The Supplier shall not be obliged to make delivery outside England, Scotland and Wales and the Customer shall procure that the Supplier or its agent has sufficient rights of access and unrestricted parking at all times at the designated point of delivery for the purpose of the safe and proper delivery of the Products. If legal parking restrictions are from time to time in place at the designated point of delivery the Customer shall inform and keep the Supplier informed thereof to enable the Supplier to deliver in compliance with local parking regulations. The Customer shall indemnify and keep indemnified the Supplier from and against all parking fines and other infractions resulting from breach of this condition and/or condition 5.4.
5.3 Where delivery is not effected by the Supplier or the Supplier agrees with the Customer that the Customer shall collect the Products, unless otherwise agreed in writing by the Supplier the Customer shall be responsible for the off-loading/uplifting and taking of delivery of the Products and any ensuing costs and expenses. Unless agreed in accordance with a Contract to which the Order pertains, the Customer shall indemnify the Supplier against each loss, liability and cost arising as a result of the Supplier or its sub-contractors assisting the Customer in the unloading, loading or other removal of the Products from the point of delivery.
5.4 If the Customer refuses or fails to take delivery of Products delivered in accordance with a Contract or fails to take any action necessary on its part for delivery or shipment of the Products, the Supplier is entitled at its entire discretion to store the Products until actual delivery is effected and charge the Customer for the reasonable costs of additional administration, storage, transport and insurance thereby incurred or to terminate the Contract with immediate effect, dispose of the Products as the Supplier may determine and to recover from the Customer any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, costs of additional administration, storage, transport and insurance from the due date of delivery).
5.5 Unless otherwise expressly agreed, the Supplier may effect delivery in one or more instalments. If delivery is effected by instalments, each instalment shall be treated as a separate Contract.
5.6 Section 32(2) of the Sale of Goods Act 1979 does not apply and the Supplier is not required to give the Customer the notice specified in section 32(3) of that Act.
6. STORAGE, HANDLING & RESALE OF PRODUCTS
6.1 The Customer shall take all reasonable steps, and shall use its best endeavours to procure that its own customers take all reasonable steps to preserve the quality of the Products from the time of delivery until dispensed or sold to the ultimate consumer including (without limitation):
6.1.1 storing the Products in clean, sound and dry premises, out of direct sunlight and within appropriate temperatures and other ambient conditions for the particular Products concerned;
6.1.2 loading, transporting and unloading the Products carefully and in suitably adapted vehicles;
6.1.3 implementing proper stock rotation procedures to ensure that the Products with the earlier “Best Before” date are delivered and used first;
6.1.4 avoiding the stock-piling of perishable Products;
6.1.5 minimising (so far as is possible) the time elapsing between delivery and onward sale of perishable Products; and
6.1.6 observing (where appropriate) any guidelines issued from time to time by the Supplier concerning the temperature of, and method of dispensing to the ultimate consumer of, any particular brand or type of Products.
6.2 The Customer shall allow the Supplier reasonable access to its own premises and facilities where the Products are stored and handled (and shall, upon request, provide the Supplier with reasonable details of its own customers and procure that they allow the Supplier reasonable access to their own premises and facilities where the Products are stored and handled), so as to permit the Supplier to verify observance of the quality requirements set out in condition 6.1 above. If, in the opinion of the Supplier, there is a breach of the requirements of condition 6.1 above or of this condition 6.2, then the Supplier reserves the right, in its absolute discretion, to withhold further supplies from the Customer until the breach is remedied to its satisfaction. The Customer shall co-operate fully with the Supplier in the event of a recall of the Products at any time.
6.3 Save with respect to tank beers, the Customer shall ensure, and shall procure that its own customers ensure, that the Products remain in the original containers in which they are supplied until sold or dispensed to the ultimate consumer and that any markings (including any trade marks), numbers or references indicated on the containers are not covered, defaced, altered or erased. The Customer shall provide such co-operation and assistance as the Supplier may reasonably request in order to comply with applicable legal requirements relating to the Products or any part of them.
6.4 The Customer shall not, and shall procure that its own customers shall not, without the written consent of the Supplier use any of the names, devices, or logos applied by the Supplier to any of the Products, except for the purpose of identifying and promoting Products supplied by the Supplier.
6.5 The Customer shall not, and shall procure that its own customers shall not, without the written consent of the Supplier sell, dispose of or describe the Products under or by reference to any other name or description instead of the name or description applied to the Products by the Supplier.
7. RETURN OF UNSATISFACTORY PRODUCTS & RETURNABLE PACKAGING
7.1 Subject always to condition 12, the Supplier will not accept the return of Products unless demonstrably faulty, leaking, broken or similarly damaged prior to delivery and which have not passed their "Best Before" date at the time the Customer notifies the Supplier of the claim pursuant to and in accordance with condition 12.
7.2 Prior to uplift, the Products in question ("Rejected Products") shall be held by the Customer without cost to the Supplier pending arrival of the Supplier’s instructions. The Customer shall allow the Supplier’s representative full access at any time during working hours to examine the Rejected Products.
7.3 If the Supplier agrees, in its absolute discretion, that the quality of the Rejected Products is unacceptable, appropriate uplift documentation to be signed by an authorised representative of each of the Customer and the Supplier will be produced to accompany the Rejected Products. By signing the foregoing uplift documentation the Customer will be deemed to have made the following declaration insofar as the Rejected Products consist of cask and/or keg beer: “I hereby declare that the beer listed herein and/or purchased from the Supplier was not, while in my possession, removed from the vessel in which it was supplied, nor became accidentally spoiled or otherwise unfit for sale, nor any substance added to the beer (other than beer finings for the purposes of clarification) and that no part of the beer consists of waste beer or sediments other than those forming naturally”.
7.4 Where the Supplier has issued the Customer with retrieval tags it shall be the responsibility of the Customer to affix the retrieval tags to the Rejected Products, in such manner as the Supplier may from time to time instruct, to facilitate uplift of the same by, or for and on behalf of, the Supplier.
7.5 Subject to there being a minimum volume of original content, pursuant to and in accordance with the Four Brewers’ Initiative guidance relating thereto (or such greater quantity as the Supplier may allow), within the relevant container for which credit is sought by the Customer, at the sole discretion of the Supplier credit for Rejected Products may be given but shall be subject to the Supplier’s absolute entitlement to reclaim any credit given to the Customer in good faith if it subsequently transpires that the Rejected Products had been adulterated and/or damaged, in whatever manner, whilst in the Customer’s possession contrary to the deemed declaration set out at condition 7.3.
7.6 All Returnable Packaging shall at all times remain exclusively the Supplier’s property but risk therefor with respect to loss, damage and theft shall pass to the Customer in accordance with condition 9 and in relation to which the Customer shall indemnify and keep indemnified the Supplier from and against all loss and damage to the same.
7.7 The Supplier may levy a specific deposit charge upon the Customer in respect of certain Returnable Packaging, which shall be notified to the Customer from time to time and which, in the Supplier’s discretion, may extend to Returnable Packaging for which no deposit is usually required but is being returned late and/or not in good condition. Credit against such deposit will be given for the return in good condition and within the period agreed of such Returnable Packaging.
7.8 The Customer shall treat Returnable Packaging with all reasonable care, shall procure that its own customers do likewise and that all such Returnable Packaging is returned undamaged within such period as the Supplier may specify. The Customer shall ensure that there is put in place and maintained adequate controls so as to enable identification at any particular time and with a reasonable degree of certainty the number of units comprising Returnable Packaging then in the possession or control of each of its own customers and shall, upon request, demonstrate the existence and operation of such controls to the Supplier’s satisfaction.
7.9 Any Returnable Packaging not returned in accordance with the Supplier’s requirements may be charged to the Customer at its current replacement cost. Persistent failure to adhere to this condition may result in the Supplier suspending further supplies to the Customer.
8. DISPENSE EQUIPMENT & CUSTOMER TECHNICAL SERVICES
The Customer acknowledges, in the absence of a specific contract to the contrary, that it shall have no proprietary interest in any equipment pertaining to the dispense of any of the Products and that the Dispense Equipment and Customer Technical Services Manual, which is incorporated herein, shall apply to the supply, ownership and use of, in addition to any and all rights and liabilities generally in respect of, any equipment supplied to the Customer for the dispense of Products.
9. RISK AND TITLE
9.1 Save for when the Supplier uses vehicles of its own nomination for delivery, whereupon risk for the Products shall pass to the Customer on completion of delivery at the Customer’s nominated address as shown in the Order (or upon an attempted delivery to the same where the Customer wrongfully fails to take delivery of the Products), in all other cases risk for the Products shall pass when the Products are delivered by the Supplier to the Customer’s nominated point of collection, which for the avoidance of doubt shall include collection from the Supplier’s and/or its agent’s premises, as shown in the Order. Title to the Products (whether separate and identifiable or incorporated in or mixed with other products) remains with the Supplier until the Customer pays to the Supplier the agreed price for the Products (together with any accrued interest at the rate specified in condition 11.5) and all other amounts owed by the Customer to the Supplier in respect of any other products or agreement.
9.2 Until title to the Products passes to the Customer under condition 9.1, the Customer shall keep the Products separately, readily identifiable as the property of the Supplier and not attach the Products to real property without the Supplier's consent.
9.3 If the Customer resells any Products in which title has not passed to the Customer, such resale shall (as between the Supplier and the Customer only) be made by the Customer as agent for the Supplier.
9.4 At any time before title to the Products passes to the Customer (whether or not any payment to the Supplier is then overdue or the Customer is otherwise in breach of any obligation to the Supplier and without prejudice to any other of the Supplier’s rights):
9.4.1 the Supplier, whether by its own employees or by agents instructed by it to do so, shall be entitled to enter any premises occupied by the Customer to retake possession of all or any part of the Products and/or to check that the Customer has complied with condition 9.2 and for each of these purposes, the Customer hereby irrevocably authorises the Supplier and its agents to enter such premises; and/or
9.4.2 the Supplier may require delivery up to it of all or any part of the Products.
9.5 The Supplier may at any time appropriate sums received from the Customer as it thinks fit, notwithstanding any purported appropriation by the Customer.
9.6 From the time of delivery until title in the Products passes to the Customer in accordance with condition 9.1, the Customer shall insure the Products against customary commercial risks for their full value with a reputable insurer and, if the Supplier so requests, ensure that the Supplier's name is noted on the insurance policy. Until title in the Products passes to the Customer, the Customer shall hold the proceeds of any claim on such insurance policy on trust for the Supplier and shall immediately account to the Supplier with the proceeds.
9.7 The Supplier acknowledges that the Customer may from time to time desire that Products are delivered to and/or stored at the premises of a third party, to which the Supplier hereby gives its consent conditional upon the Customer and third party in question entering into a written contract, on terms satisfactory to the Supplier, which affords the Supplier as against the third party, all the rights and entitlements set out in this condition 9 as if the third party were also the Customer.
9.8 The Customer shall indemnify and keep indemnified the Supplier from and against all loss resulting from the Customer’s breach of condition 9.7.
10.1 Unless otherwise stated in writing by the Supplier, all prices quoted include charges for delivery or carriage but are exclusive of VAT and the price for each of the Products to be paid by the Customer to the Supplier are the Supplier's published list prices current at the time of despatch.
10.2 The Supplier may at any time prior to acceptance of an Order:
10.2.1 withdraw any discount from its normal prices; and/or
10.2.2 revise prices to take account of increases in costs including, without limitation, the cost of any goods, raw materials, transport, labour or overheads and, to the extent applicable to a Contract, any variation in exchange rates.
10.3. Price changes will not affect Orders which have already been delivered (that is, Orders in respect of which a binding Contract has been formed). If the price changes after an Order has been submitted, but before that Order is accepted and delivered the Supplier may at its sole discretion opt to charge the Customer the original price.
10.4 Products on the Website, despite best efforts, may be incorrectly priced. As no Contract is concluded between the Supplier and the Customer until the Supplier has accepted the Order and delivered the Products requested, the Supplier is under no obligation to supply Products to the Customer at an incorrect price. If the Supplier has advertised an incorrect price and the Customer has placed an Order based on that price, the Supplier will contact the Customer to notify it of the error and to ask whether the Customer wishes to continue with the Order on the basis of the correct price. If the Customer indicates to the Supplier in its response that it wishes to continue at the correct price, the new Order at the correct price will be treated as an offer and processed in accordance with clause 3 above.
10.5 The Supplier may at any time prior to delivery of the Products revise prices to take account of any increase or imposition of any tax, Excise Duty or other levy.
10.6 Unless the Customer provides the Supplier with the necessary documentation evidencing to the Supplier’s satisfaction a contrary entitlement the Supplier shall add to the price of the Products, and the Customer shall pay, an amount equal to any VAT or other sales tax, Excise Duty or other levy applicable from time to time to sales or supplies of such Products.
10.7 If the Supplier agrees any discounts, bonuses or other purchase incentives with the Customer:
10.7.1 the Supplier shall be entitled to set-off, deduct, counterclaim or withhold any sum due to it by the Customer from the amount of any incentive earned by the Customer;
10.7.2 the Customer shall keep accurate accounts and records in sufficient detail to enable the amount of all such incentives to be determined by the Supplier and shall allow the Supplier or its agent to inspect those accounts and records at any time and, to the extent that they relate to the calculation of the incentives, to take and retain copies of them; and
10.7.3 the Supplier’s determination, which will be made in good faith, as to the correct incentive amount payable shall, in the absence of manifest error, be final.
10.8 If following inspection of the Customer’s records pursuant to condition 10.5.2, the Supplier’s auditors certify that the amount of the incentives claimed by the Customer exceeds the amount properly payable in respect of any period the claim for the excess shall be immediately and irrevocably withdrawn by the Customer and if received shall be repaid to the Supplier immediately. If the excess is greater than 10% of the amount of the incentives claimed for the relevant period, the Customer shall pay the Supplier’s and/or its agent’s costs and expenses of the inspection. This condition 10.6 shall survive termination of the Contract.
11.1 The Customer shall make all payments due to the Supplier under any Contract by means of weekly Direct Debit into the Supplier’s nominated bank account on the Friday of each week, with payment due on the Friday of the fourth week following delivery unless otherwise agreed in writing.
11.2 The Supplier reserves the right, against all payments due to the Supplier under any Contract, to levy a nominal bank & administration charge for payments which are made by means other than Direct Debit. A charge of £26.00, as revised from time to time, will be levied against any dishonoured payment, irrespective of method used.
11.3 Time of payment is of the essence of a Contract and the Supplier reserves the right to suspend the provision of Products to the Customer where any amounts are overdue under any Contract until all such amounts have been paid.
11.4 The Customer is not entitled to withhold payment of any amount due to the Supplier by way of any set-off or counterclaim.
11.5 If the Customer fails to pay any amount due to the Supplier under any Contract on the due date, interest shall be added to such amount at the rate of 4% over the base rate for the time being of Lloyds TSB Bank plc for the period from and including the date of receipt (whether before or after judgment).
11.6 If, in the Supplier's view, the Customer's credit-worthiness deteriorates before delivery of the Products, the Supplier may require payment in full or in part of the price prior to delivery, or the provision of security for payment by the Customer in such form as is acceptable to the Supplier.
11.7 The Supplier reserves the right to alter or withdraw at any time any credit allowed to the Customer.
11.8 The Supplier may offset any amount owing to it from the Customer against any amount owed to the Customer by the Supplier.
11.9 Notwithstanding any appropriation by the Customer to the contrary, all payments made by the Customer to the Supplier shall be appropriated first to Products which have been resold by the Customer and then to Products which remain in the Customer's possession or control.
11.10 The Supplier has a general lien on all the Customer's property in the Supplier's possession or control (although the Customer may have paid for it in full) in satisfaction of any amount owed by the Customer to the Supplier under any Contract, and may deal with it as it sees fit.
12. WARRANTY AND LIABILITY
12.1 The Supplier warrants that the Products and their packaging will on the date of delivery:
12.1.1 comply with their description; and
12.1.2 be substantially free from defects in materials and workmanship.
12.2 The warranties in condition 12.1 are given on the following conditions:
12.2.1 the Supplier is not liable for a defect in the Products and/or packaging caused by abnormal or unsuitable conditions of storage or use, fair wear and tear or an act, neglect or default of the Customer or a third party; and
12.2.2 the Supplier is not liable for a defect in the Products and/or packaging unless it is notified to the Supplier within 24 hours of the date of delivery or, if the defect would not be apparent on reasonable inspection, within 5 days of the date of delivery.
12.3 Subject always to the Customer’s compliance with condition 3.6, the Supplier will only assume liability for:
12.3.1 non-delivery if the Customer notifies the Supplier of the claim within 5 days of the date of the Supplier's invoice;
12.3.2 shortages in quantity delivered if the Customer notifies the Supplier of a claim within 24 hours of receipt of the Products; or
12.3.3 damage to or loss of all or part of the Products in transit (where the Products are carried by the Supplier's own transport or by a carrier on behalf of the Supplier) if the Customer notifies the Supplier within 24 hours of receipt of the Products or the scheduled date of delivery, whichever is the earlier.
12.4 The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is potentially liable before incurring any costs or expenses itself and provide written evidence of any claims for which it is alleged the Supplier is liable and steps taken by the Customer to mitigate any alleged loss and in the absence of compliance with this condition 12.4 the Supplier shall have no liability to the Customer.
12.5 Except as set out in this condition 12, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, use of or failure to supply the Products are excluded to the extent permitted by law.
12.6 Subject to the provisions in condition 12.8 below, the Supplier is not liable to the Customer in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise for any of the following losses or damages, whether direct or indirect, and even if such losses and/or damages were foreseen, foreseeable or known, or the Supplier was advised of the possibility of them in advance:
12.6.1 loss or damage incurred by the Customer as a result of third party claims;
12.6.2 loss of actual or anticipated profits;
12.6.3 loss of business opportunity;
12.6.4 loss of anticipated savings;
12.6.5 loss of goodwill; or
12.6.6 any indirect, special or consequential loss or damage howsoever caused.
12.7 The entire liability of the Supplier under or in connection with the use of, supply of or failure to supply the Products, whether for negligence, breach of contract, misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to the net amount invoiced to the Customer of the defective, damaged or undelivered Products which give rise to such liability.
12.8 Nothing in these Conditions shall operate to exclude or restrict the Supplier's liability for:
12.8.1 death or personal injury resulting from negligence;
12.8.2 breach of the obligations arising from section 12 of the Sale of Goods Act 1979; or
12.8.3 fraud or deceit.
13.1 On or at any time after the occurrence of any of the events in condition 13.2, the Supplier may:
13.1.1 stop any Products in transit;
13.1.2 suspend further deliveries to the Customer;
13.1.3 exercise its rights under condition 9; and/or
13.1.4 terminate any Contract forthwith by giving notice to that effect to the Customer.
13.2 The events are:
13.2.1 the Customer being in breach of any obligation under a Contract or these Conditions; or
13.2.2 a meeting being convened, a petition presented, an order made, an effective resolution passed, or notice given for the Customer's winding up or dissolution (other than for the sole purpose of amalgamation and reconstruction); or
13.2.3 an application being made, or resolved to be made by any meeting of the Customer's directors or members, for an administration order in relation to it or any party gives or files notice of intention to appoint an administrator of it or such an administrator being appointed; or
13.2.4 an incumbrancer taking possession, or a receiver or manager or administrative receiver being appointed, of the whole or any part of the Customer's assets; or
13.2.5 the Customer ceasing or suspending payment of any of its debts or being unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or
13.2.6 a proposal being made for a composition in satisfaction of the Customer's debts or a scheme of arrangement of its affairs including a voluntary arrangement within the meaning of part I of the Insolvency Act 1986; or
13.2.7 without prejudice to the foregoing, where the Customer is an individual: (i) his or her death, (ii) a petition being presented to court for a bankruptcy order against the Customer or such an order is made, or (iii) the application or grant of an interim order under section 252 of the Insolvency Act 1986; or
13.2.8 without prejudice to the foregoing, where the Customer is a partnership: (i) any steps are taken with a view to the Customer entering any form of insolvency procedure contemplated by the Insolvent Partnerships Order 1994 or otherwise, (ii) a number of the Customer’s members which the Supplier deems significant having bankruptcy orders made against them, (iii) the application or grant of interim orders under section 252 of the Insolvency Act 1986 pertaining to, in the Supplier’s opinion, a significant number of the Customer’s members, or (iv) the entering into by, in the Supplier’s opinion, a significant number of the Customer’s members, of voluntary arrangements or other schemes of arrangement or compositions in satisfaction of members’ debts; or
13.2.9 any event occurs or circumstance arises which in the Supplier’s opinion gives reasonable grounds for believing that the Customer may not, or may be unable to, perform or comply with any one or more of the obligations under a Contract.
13.3 On termination of a Contract pursuant to conditions 13.1.4 or 18.2, any indebtedness of the Customer to the Supplier shall become immediately due and payable and the Supplier is relieved of any further obligation to supply Products to the Customer pursuant to that Contract.
14. CONFIDENTIALITY AND SPECIFICATIONS
14.1 The Customer shall treat all product, customer or business information, drawings, designs and specifications submitted to it by the Supplier as confidential and shall not disclose it to any third party without the Supplier's prior written consent or use it for any purpose except where authorised to do so by the Supplier.
14.2 Condition 14.1 does not apply to information which:
14.2.1 is at the date of disclosure or becomes at any time after that date publicly known other than by the Customer's breach of this Condition;
14.2.2 can be shown by the Customer to the Supplier's satisfaction to have been known by the Customer before disclosure by the Supplier to the Customer;
14.2.3 is or becomes available to the Customer otherwise than from the Supplier and free of any restrictions as to its use or disclosure; or
14.2.4 is required to be disclosed by law.
14.3 All specifications, which the Supplier may change from time to time, and other particulars of dimensions or weight submitted by the Supplier are approximate only and the Supplier accepts no liability for any deviation from them, nor for any errors, omissions or other defects in any such materials not prepared by the Supplier.
15. NON-RETURNABLE PACKAGING
The Customer will dispose of all non-returnable packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 All intellectual property rights in the Products (which for the purposes of this condition 16 shall include non-returnable packaging), equipment and materials of any description provided by the Supplier or on its behalf to the Customer in connection with any Contract shall remain the Supplier’s or its licensors’ property. The Customer shall not acquire any intellectual property rights, whether by licence or otherwise, relating to the Products and may not copy or imitate the Products or do or omit to do, or permit any third party to do or omit to do, anything which may damage such intellectual property rights or tarnish the reputation of the Supplier and/or its Products.
16.2 This Website and the materials on it or provided to you through it are protected by copyright, trade mark and other intellectual property rights and laws throughout the world and are owned by, or are licensed to the Supplier and/or third parties. You are permitted to display the materials on this Website on a computer screen and to download and print a hard copy for your personal use provided you do not alter or remove any of the content or any part of the Website without our express permission to do so and that you do not change or delete any copyright, trade mark or other proprietary notices.
You agree not to:
16.2.1 use this website or any of the materials on it for:
i) any unlawful purpose or in contravention of applicable law
ii) commercial exploitation without our prior written consent
iii) any purpose or in any manner that may give a false or misleading impression of us, our staff or our services
16.2.2 use, upload or transmit
i) any material that is defamatory, offensive, obscene or otherwise unlawful, or which may cause offence or distress or which may affect or infringe the rights of any other person
ii) any device, software, file or mechanism which may interfere with the proper operation
16.2.3 establish a link to this website from any other website, intranet or extranet site without our prior written consent; or
16.2.4 do anything that may interfere with or disrupt this website or our service
16.2.5 encourage or permit others to do any of the above
17. HEALTH AND SAFETY
17.1 The Customer will take any steps specified by the Supplier from time to time to ensure that the Products will be safe and without risks to health at all times when they are being collected, delivered, stored, used, consumed, checked, cleaned or maintained by any person at work, or when they are being dismantled or disposed of.
17.2 The Customer acknowledges that it shall take all reasonable steps, and shall use its best endeavours to procure that its own customers take all reasonable steps to ensure that the Supplier’s Products are not the subject of any promotions or activity that are otherwise than in accordance with guidance published by the Portman Group and the British Beer and Pub Association (or similar) relating to responsible drinking and promotions.
18. FORCE MAJEURE
18.1 In this condition 18, "Force Majeure Event" means any circumstance beyond the control of the Supplier including, but not limited to acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs or other industrial disputes, accidents, riots or civil disturbances, acts of government, lack of power and delays by suppliers or materials shortages but, for the avoidance of doubt, nothing shall excuse the Customer from any payment obligations under these Conditions.
18.2 If the Supplier is prevented, hindered or delayed from or in supplying the Products under these Conditions by a Force Majeure Event the Supplier may, at its sole option, and without being liable for any loss or damage suffered by the Customer as a result:
18.2.1 suspend deliveries while the Force Majeure Event continues;
18.2.2 apportion available stocks of Products between its customers if the Supplier has insufficient stocks to meet orders; and/or
18.2.3 terminate any Contract forthwith by informing the Customer to that effect.
19.1 The Customer may not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under, a Contract without the prior written consent of the Supplier.
19.2 The Supplier is entitled at any time to assign or deal with the benefit of any Contract, or sub-contract any work relating to any Contract.
20.1 Any notice given by one party to the other in connection with a Contract must be in writing and may be delivered: (i) personally; (ii) by pre-paid first class post; (iii) by electronic mail; or (iv) by facsimile transmission.
20.2 Notices shall be delivered or sent to the last known addresses of the parties or to any other address notified in writing by one party to the other for the purpose of receiving notices in connection with a Contract, which shall include, mutatis mutandis, electronic mail addresses and fax numbers so notified. Each party may specify by notice to the other a particular individual or office holder to whom any notices served on it are to be addressed, in which case a notice shall not be validly given unless so addressed. Notices will be deemed duly served: (i) if sent by pre-paid first class post, 2 Working Days after posting; and (ii) if sent by electronic mail or facsimile transmission, on the day of transmission unless sent after 4.00pm on a Working Day or on a day which is not a Working Day in which case such notice is to be treated as having been received at 10.00am on the next Working Day.
21.1 If any of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other Conditions which shall remain in full force and effect.
21.2 If any of these Conditions is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.
22. THIRD PARTIES
A person who is not party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
The rights and remedies provided by any Contract may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by the Supplier shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of a Contract or of a default under a Contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of such Contract.
24.1 The signing by any Supplier representative of any of the Customer’s or other documentation shall not affect or modify these Conditions.
24.2 The Supplier reserves the right to alter any of the provisions of these Conditions and will use its reasonable endeavours to give the Customer 10 Working Days' notice thereof.
25. GOVERNING LAW AND JURISDICTION
25.1 A Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.
25.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with a Contract or the legal relationships established by or in connection with such Contract.
27. User id and passwords
During the registration process you may be allocated, or invited to choose, your own user id and password which will be unique to you. You are responsible for keeping your user id and password confidential and for ensuring that they are not used by any other person.
28. Website availability
This Website is provided free of charge and we make no guarantee that it will be uninterrupted or error free. We reserve the right to modify, suspend or withdraw the whole or any part of the website or any of its content at any time without notice and without incurring any liability.
The Supplier may monitor activity and content on this website and may take any action we consider appropriate if we suspect you may be in breach of these Terms and Conditions including suspending, attaching conditions to or terminating your access and/or notifying the authorities or relevant regulators of your activities.
Internet transmissions are never completely private or secure and there is a risk, therefore, that any message or information you send to us from this website may be intercepted and potentially read by others. We will have no liability in respect of any transmissions you send to us and you do so entirely at your own risk.
31. Accuracy of information
We take care to ensure that all information available on our Website about our services is accurate. However:
(A) our services are continually developing and, occasionally, the information we put on this Website may be out of date. We reserve the right to change such information at any time. Any newsletters, blogs and other items offering information have been prepared for general interest only and are not a substitute for specific professional advice and should not be read or used as such;
(B) information provided by our Commercial Partners and/or other third parties is not checked by us and we have no responsibility for it. Any redress for such information should be made against the relevant Commercial Partner or third party.
Please note, this Website may contain links to other websites which are provided for your convenience. We are only responsible for the privacy practices and security of this site. We recommend that you check the privacy and security policies and procedures of each and every other website that you visit.
BY USING THIS WEBSITE AND GIVING YOUR INFORMATION TO US, YOU INDICATE YOUR CONSENT TO US AND OUR COMMERCIAL PARTNERS COLLECTING AND USING YOUR PERSONAL INFORMATION IN ACCORDANCE WITH THE TERMS SET OUT IN THIS POLICY
THE INFORMATION WE COLLECT
In order to provide you with the services you require, we will collect personal information about you from our website, telephone conversations, emails and written and verbal communications. These will include, for example, your name, address and details that are relevant to the service(s) in which you are interested.
We may supplement the information that you provide with other information that we obtain from our dealings with you or which we receive from other organisations, such as our Commercial Partners.
Information about other people
If you provide information to us about any person other than yourself, you must ensure that they understand how their information will be used and that you are authorised to disclose it to us, and to consent to its use on their behalf, before doing so.
In common with many other website operators, we may use standard technology called 'cookies' on this site. Cookies are small pieces of information that are stored by your browser on your computer's hard drive and they are used to record how you navigate this website on each visit.
Most browsers automatically accept cookies, but you can usually change your browser to prevent cookies being stored. Please note, if you do turn cookies off this will limit the service that we are able to provide to you and may affect your visitor experience.
For further information on cookies and how to switch them off see www.allaboutcookies.org.
HOW WE WILL USE YOUR INFORMATION
· to provide the services you request from us
· to communicate with you in the event that any services you have requested are unavailable for record keeping purposes
· to carry out market research so that we can improve the services we offer
· to track and analyse activity on our website
· to create an individual profile for you so that we can enhance user experience, understand and respect your preferences and to provide you with relevant offers and opportunities where you have agreed to receive them
Disclosing your personal information
If we believe that you are in breach of our terms and conditions we may refer details to our advisers. If we have cause to believe you are acting unlawfully, we may provide details (which may include personal information) to the police and/or regulators.
MOLSON COORS (UK) COMMERCIAL PARTNER PROGRAMME
The Molson Coors (UK) Commercial Partner programme is designed to help our website users to find products and services at competitive prices. The programme includes organisations with which we have a business relationship that have a range of products and services available.
OFFERS AND OPPORTUNITIES
We and/or our Commercial Partners would like to contact you to tell you more about the offers available to you and about a range of other initiatives in a number of ways, including by post, telephone, text/picture/video message or by email. Details of how to opt-in to receiving details of offers are on relevant pages of this website. You can change your mind at any time (see the section "How to contact us" below).
If you express an interest in an offer from one of our Commercial Partners, that partner may let us know. This enables us to take your views and interests into account when choosing our Commercial Partners and developing the programme.
We take the security of your personal information seriously. We have security procedures in place to ensure that our paper and computer systems and databases are protected against unauthorised use, loss and damage.
USE OF YOUR INFORMATION OUTSIDE THE EUROPEAN UNION
Privacy laws and practice are constantly developing and we aim to meet high standards. Our policies and procedures are, therefore, under continual review. We may, from time to time, update our security and privacy policies and suggest that you check this page periodically to review our latest policies.
UPDATING AND CORRECTING INFORMATION
You may update or correct your personal information by contacting us in writing or by email (see the section "How to contact us" below). Please include your name, address and/or email address when you contact us as this helps us to ensure that we accept amendments only from the correct person. We encourage you to promptly update your personal information if it changes.
YOUR RIGHTS TO ACCESS YOUR PERSONAL INFORMATION
You have the right to receive a copy of the personal information that we hold about you. We may charge a small fee towards the cost of administering any request you make. The current fee is £10.00.