CONDITIONS FOR SALE OF GOODS TO CONSUMERS AND BUSINESSES

1. INTERPRETATION

1.1 In these conditions the following words have the following meanings: “Contract” means a contract which incorporates these conditions and made between the Customer and the Supplier for the hire or sale of Goods;
“Customer” means the person, firm, company or other purchasing Sale Goods;
“Force Majeure” means any event outside a party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions and any other similar events;
“Goods” means any machine, article, tool, and/or device together with any accessories specified in a Contract which are sold to the Customer;
“Liability” means liability for any and all damages, claims, proceedings,
actions, awards, expenses, costs and any other losses and/or liabilities; “Sale Goods” means any Goods sold to the Customer;
“Supplier” means Brewbuilder Ltd and will include its employees, servants, agents and/or duly authorised representatives;

2. BASIS OF CONTRACT

2.1 Goods are sold subject to them being available for sale to the Customer at the time required by the Customer.  The Supplier will not be liable for any loss suffered by the Customer as a result of the Goods being unavailable for sale where the Goods are unavailable due to circumstances beyond the Supplier’s control.

2.2 Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer.  Where the Customer is acting as a consumer any provision which is marked with an asterisk (*) may, subject to determination by the Courts or any applicable legislation, have no force or effect and if any provision is under the applicable law of the Contract unenforceable in whole or in part or shall have no force or effect the Contract shall be deemed not to include such provisions but this shall not effect the enforceability of the remainder of the Contract. For further information about your statutory rights contact your local authority Trading Standards Department or Citizens Advice Bureau or if based in the Republic of Ireland your local office of the Director of Consumer Affairs or Citizens Information Centre.

3. PAYMENT

3.1 The amount of any monies for Sale Goods shall be as quoted to the Customer or otherwise as shown in the Supplier’s current price list from time to time.

3.2 The Customer shall pay the monies for any Sale Goods and/or any other sums payable under the contract to the Supplier at the time and in the manner agreed. The Supplier’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable.

3.3 Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.

3.4 *If the Customer fails to make any payment in full on the due date the
Supplier may charge the Customer interest (both before and after judgment/decree) on the amount unpaid at the rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable) or at the rate of 4% above the base rate from time to time of the Supplier’s bank whichever is higher.

3.5 *The Customer shall pay all sums due to the Supplier under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

3.6 The Supplier reserves the right to store the Customer’s credit card details on its password protected customer account system and further reserves the right to use such details against future Sale Goods purchasers made by the Customer.

4. RISK OWNERSHIP AND INSURANCE

4.1 Risk in the Goods will pass immediately to the Customer when they leave the physical possession or control of the Supplier.

4.2 Ownership of any Sale Goods remains with the Supplier until all monies payable to the Supplier by the Customer for the Sale Goods have been paid in full.

4.3 Until ownership in the Sale Goods passes to the Customer, the Customer shall:

4.3.1 hold the Sale Goods on a fiduciary basis as the Supplier's bailee;

4.3.2 maintain the Sale Goods in satisfactory condition; and

4.3.3 keep the Sale Goods insured against all risks for their full price from the time they leave the physical possession or control of the Supplier.

5. DELIVERY, COLLECTION AND SERVICES

5.1 It is the responsibility of the Customer to collect the Goods from the Supplier.  If the Supplier agrees to deliver Goods to the Customer it will do so at its standard delivery cost and such delivery will be at the Customer’s risk.
 

6. DEFAULT

6.1 If the Customer:-

6.1.1 fails to make any payment to the Supplier when due without just
cause;

6.1.2 breaches the terms of the Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;

6.1.3 persistently breaches the terms of the Contract;

6.1.4 provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;

6.1.5 creates a trust deed for its creditors, applies for an interim moratorium in respect of claims and/or proceedings, any distress/diligence, execution or other legal process is levied on any property of the Customer, has a Bankruptcy Petition/Petition for Sequestration presented against it or the Customer takes or suffers any similar action in any jurisdiction;

6.1.6 being a company, ceases or threatens to cease to carry on business, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an examiner appointed over all or any of its assets, any attachment order/arrestment is made against the Customer, any distress/diligence, execution or other legal process is levied on any property of the Customer or the Customer takes or suffers any similar action in any jurisdiction;

6.1.7 appears reasonably to the Supplier due to the Customer’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or

6.1.8 appears reasonably to the Supplier to be about to suffer any of the above events; then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 6.2 below.
 

6.2 If any of the events set out in clause 6.1 above occurs in relation to the Customer then:-
 

6.2.1 except where the Customer is acting as a consumer the Supplier may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Goods owned by the Supplier may be and repossess any Goods;
 

6.2.2 the Supplier may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Customer;
 

6.2.3 the Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or any other contract with the Customer; and/or
 

6.2.4 *all monies owed by the Customer to the Supplier shall immediately become due and payable.

6.3 Any repossession of the Goods shall not affect the Supplier’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Goods.

6.4 Upon termination of the Contract the Customer shall immediately return the Goods to the Supplier or make the Goods available for collection by the Supplier as requested by the Supplier.

7. LIMITATIONS OF LIABILITY

7.1 *All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.

7.2 *If the Supplier is found to be liable in respect of any loss or damage to the Customer’s property the extent of the Supplier’s Liability will be limited to the retail cost of replacement of the damaged property subject to clause 7.9 below.

7.3 Any defective Goods must be returned to the Supplier for inspection if requested by the Supplier before the Supplier will have any Liability for defective Goods.

7.4 *The Supplier shall have no Liability to the Customer if, without just cause, any monies due in respect of the Goods and/or the Services have not been paid in full by the due date for payment.

7.5 The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or Expenses caused or contributed to by the Customer’s continued use of defective Goods after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

7.6 The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Customer incurs any costs and/or expenses in remedying the matter itself.  If the Customer does not do so the Supplier shall have no Liability to the Customer.

7.7 *The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier.

7.8 The Supplier shall have no Liability to the Customer for any of the following losses (whether direct or indirect):-

7.8.1 *consequential losses (including loss of profits and/or damage to goodwill);

7.8.2 economic and/or other similar losses;

7.8.3 special damages and indirect losses; and/or

7.8.4 business interruption, loss of business, contracts and/or opportunity.

7.9 *The Supplier’s total Liability to the Customer under and/or arising in relation to any Contract shall not exceed the monies payable for Sale Goods, under that Contract or the sum of £1,000 (or Euro equivalent) whichever is the higher. To the extent that any Liability of the Supplier to the Customer would be met by any insurance of the Supplier then the Liability of the Supplier shall be extended to the extent that such Liability is met by such insurance.
 

7.10 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:

7.10.1 Liability for breach of contract;

7.10.2 *Liability in tort/delict (including negligence); and

7.10.3 *Liability for breach of statutory and/or common law duty; except clause 11.9 above which shall apply once only in respect of all the said types of Liability.

7.11 Nothing in this Contract shall exclude or limit the Liability of the Supplier for fraud, death or personal injury due to the Supplier’s negligence, nor exclude or limit any other type of Liability which it is not permitted to exclude or limit as a matter of law.

8. GENERAL

8.1 Upon termination of the Contract the provisions of clauses 3.2, 3.4 and 3.5 shall continue in full force and effect.

8.2 The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were its own acts and/or omissions under this Contract.

8.3 *The Customer agrees to indemnify and keep indemnified the Supplier against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Supplier and arising from or due to any breach of contract, any tortious/delictual act and/or omission and/or any breach of statutory duty by the Customer.

8.4 *No waiver by the Supplier of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any provision is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

8.5 The Supplier shall have no Liability to the Customer for any delay and/or non-performance of a Contract to the extent that such delay is due to any Force Majeure events.  If the Supplier is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

8.6 All third party rights are excluded and no third parties shall have any rights to enforce the Contract by virtue of the Contracts (Rights of Third Parties) Act 1999.  This shall not apply to any finance company with whom the Supplier has an outstanding finance agreement relating to the Hire Goods.  Such finance company shall, subject to the Supplier’s consent, have the right to enforce this Contract as if they were the Supplier.  This Contract is governed by and interpreted in accordance with the law of the country where the Supplier is located and that country will have exclusive jurisdiction in relation to this Contract.