Online Terms and Conditions of Supply of Goods
This page contains the legal terms and conditions, (“Terms and Conditions”) on which we sell, via our Site, any of the goods listed on our website. These Terms and Conditions for the sale of goods apply to and govern all Contracts. Please read them carefully and make sure you understand them before ordering any goods from our Site. An offer to buy goods from our Site is conclusive evidence of your acceptance of these Terms and Conditions.
Please click the box marked “I have read and agree to the website terms and conditions” to finalise your order. If you accept them by clicking this box you confirm that you are authorised by the Customer, on whose behalf you use our Site, to accept these Terms and Conditions, to place Orders and to purchase Goods. If you do not accept these Terms and Conditions, you will
not be able to order any goods from our Site.
We may update or amend these Terms and Conditions from time to time. Please review them regularly to ensure you are aware of any changes we have made. Your continued use of our Site after changes are posted means you agree to be legally bound by these Terms and Conditions as updated and/or amended. Once any Order has been confirmed and a Contract
formed, we will not make any changes to the Terms and Conditions that apply to that Contract. However, if you are a returning customer, please check our Site regularly to ensure you are aware of any changes we have made to our Terms and Conditions since the last time you visited our Site.
“Delivery” has the meaning given in Clause 6.
“Goods” means the goods (or any part of them) set out in the Order.
“Invoice” has the meaning given in Clause 3.4.
“Order” means any order placed by the Customer via our Site for the supply of goods by the Supplier to the Customer.
“Our Site” means the website that operates at http://www.vine-works.com
“Price” means the total price to be paid by the Customer to the Supplier for the goods as specified on the Despatch Confirmation, which shall include, (where applicable) VAT and/or other taxes, duties and appropriate other charges, such as delivery charges.
“Supplier” means Vine-Works Ltd, a company registered in England & Wales under company number 07226456, with a registered office address at Amelia House, Crescent Road, Worthing, West Sussex BN11 1QR and whose VAT number is GB 992 6412 91.
2.1 The Contract is the entire agreement between the Customer and the Supplier. The Customer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. Formation of the Contract
3.1 Please follow the onscreen prompts to place an Order. Each Order is an offer by the Customer to buy the Goods specified in the Order subject to these terms.
3.2 Quotations shall only be available for acceptance for a maximum period of 7 daysfrom the date thereof and may be withdrawn by the Supplier within such period at any time by written or oral notice.
3.3 The Supplier’s order process shall allow the Customer to check and amend any errors before submitting an Order. Please check the order carefully before confirming. The Customer is responsible for ensuring that the order and any specification submitted is complete and accurate.
3.4 After an Order is placed, the Customer will receive an email from the Supplier acknowledging receipt of the Order and its acceptance. This confirmation of acceptance of the Order will be known as the Invoice.
3.5 The Contract between the Supplier and the Customer shall only be formed when the Invoice is sent by the Supplier.
3.6 If the Supplier is unable to supply the Customer with the Goods for any reason, the Supplier will inform the Customer by email and the Order shall not be processed.(If you have already paid for the Goods, the Supplier will refund you the full amount including any delivery costs charged as soon as possible.)
4.1 All illustrations and images of Goods contained on our Site, or otherwise communicated to the Customer, are intended merely to present a general impression of the Goods, such as colour and dimensions, and are for illustrative purposes only. Although we have made every effort to display the Goods accurately, the Goods may vary from those illustrations and images shown on our Site.
5. Return and Refund
5.1 The Customer may cancel the Contract and receive a refund, if the Customer notifies the Supplier as set out in clause 5.3 within 14 days of receipt of the Supplier’s email acknowledging and accepting receipt of the Customer’s Order.
5.2 However, this cancellation right does not apply in the case of: (a) Non-stock Goods
5.3 To cancel the Contract, the Customer must contact the Supplier’s Retail Department via email to email@example.com or by telephone on 01273 891777. Any email must include details of the Order. If notice to cancel is sent by email, cancellation is effective from the date of the email. Notice will be given in time as long as the email is received before midnight on that day.
5.4 If Goods are returned within a period of 12 months after Delivery under this clause 5 because they are found to be faulty by the Supplier, the Supplier will arrange for the Goods to be collected from the address to which they were delivered (the cost of which will be covered by the Supplier) and [replace or repair the Goods free of charge]. The Customer must notify the
Supplier in writing of the suspected faulty Goods in particular specifying the date of purchase, the Order number, the Goods in question, the fault claimed and any supporting photographic evidence. The Supplier must be notified of any fault within seven days of Delivery or within seven days of discovery of the fault (if such fault could not have been reasonably discovered upon inspection at the time of Delivery).
5.5 Clause 5.4 does not apply to any fault arising from:
(a) Fair wear and tear;
(b) Wilful damage, abnormal storage or working conditions, accident or negligence by the Customer (including the Customer’s employees, agents, consultants and subcontractors);
(c) Failure to use or operate the Goods in accordance with any associated instruction for
(d) Any alteration or repair carried out on the Goods or any part thereof by the Customer or
a third party who is not an authorised repairer. Under no circumstances will open or broken Goods or packages or those in
neglected or unsaleable condition be accepted for return.
5.6 If Goods have been delivered prior to the cancellation of the Order by the Customer, the Customer must return the Goods without undue delay and in any event not later than 14 days after the day of cancellation. The Goods must be unused, in a saleable condition, complete with their original packaging and any promotional items associated with the purchase. The Supplier reserves the right to impose a handling charge of 20% on the price of the returned goods. A minimum charge of £20.00 applies for all returns.
5.7 The Supplier will not accept returns of Goods unless prior authorisation has been obtained and a returns number issued. The returns number must be clearly identified on both the outer packaging of the Goods returned and on any internal paperwork. The cost of return is to be borne by the Customer and the Customer must retain proof of postage.
6. Delivery, Transfer of Risk and Title
6.1 Delivery charges are quoted on the Supplier’s Site from time to time or otherwise communicated to the Customer. Delivery charges will be displayed before a Customer submits an Order. Please take time to read and check all Orders at each state of the Order process.
6.2 Delivery charges and timescales will vary depending on the type of Goods ordered and the delivery address. Occasionally delivery may be affected by an event outside of the Supplier’s control. See clause 15 (Force Majeure) for the Supplier’s responsibilities when this happens.
6.3 Any date specified by delivery is intended to be an estimate and therefore the time of delivery shall not be of the essence. If no date is specified, delivery will be within a reasonable time. Failure to deliver on any date stated shall not be a breach of contract.
6.4 The Customer shall ensure that delivery is to an area accessible by the Supplier or its carriers and which is safe and suitable for that purpose. Areas with restricted access to both trucks and personnel may incur an additional quote for delivery. Please advise at the time of Order if the location is difficult to get to. Whilst our drivers and contractors will be as helpful as possible, they are instructed to kerbside delivery only or suitable truck side location.
6.5 Any manual handling required by the Supplier’s employees and contractors is conditional on health and safety regulations. Employees and contractors cannot lift anything over 25kg. If over 25kg, mechanical or additional assistance is required from the Customer.
6.6 Where delivery is to take place at the Customer’s premises and no person is present, the Goods shall be left in the Customer’s specified safe place and Carriers will enable Goods to be tracked.
6.7 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your Order and the Goods will be at your risk from that time.
6.8 You own the Goods once we have received payment in full, including of all applicable delivery charges.
6.9 If the Supplier delivers less than the quantity of Goods ordered, the Customer may not reject them, but on receipt of notice from the Customer within 14 days that the wrong quantity of Goods was delivered, the Supplier will arrange for the missing Goods to be provided or the Supplier will make a pro rata adjustment to the invoice for the Goods.
6.10 If the Supplier fails to deliver the Goods, the Supplier’s liability is limited to the cost of obtaining replacement goods of a similar description and quality. The Supplier will not be liable to the extent that any failure to deliver was caused by an event outside of the Supplier’s control, or because the Customer failed to provide adequate delivery instructions or any other
instructions that are relevant to the supply of Goods.
6.11 The Supplier shall not be liable for any damage caused to any carrier engaged in loading, unloading or transporting the Goods and any carrier engaged by the Customer shall be acting as the Customer’s agent.
6.12 The Customer shall indemnify the Supplier against all claims and demands made against the Supplier by any carrier of the Customer or by any other person for all liability arising out of the loading, unloading or transportation of the Goods.
6.13 The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Supplier’s negligence) unless written notice is given to the Supplier within 7 days of the date when the Goods would in the ordinary course of events have been received.
6.14 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a refund at the pro rata Contract rate against any invoice raised for such Goods.
6.15 Notwithstanding Delivery and the passing of risk in the Goods, or any other provision of these terms and conditions, title in any Goods shall not pass to the Customer until the Supplier has received full payment of the Price for the Goods in cleared funds and of all other sums which may be due by the Customer to the Supplier at the time the Price is so paid in full, and as applicable, the Supplier has issued an Invoice in respect of those Goods.
6.16 Until title in the Goods passes, the Customer shall keep the Goods free from any lien, charge or encumbrance and the Supplier may at any time require the Goods to be returned to it by the Customer, (at no cost to the Supplier) and if such requirement is not met within three days the Supplier may retake possession of the Goods and may enter any premises of the
Customer, (including locked and steadfast premises) for that purpose. The Customer shall hold the Goods as the Supplier’s fiduciary agent and custodian and shall keep them separate from its property and from that of third parties and properly stored, protected and insured and identified as the property of the Supplier.
6.17 The Supplier may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods.
6.18 If, prior to title passing, the Customer shall sell or otherwise dispose of, or process the Goods (or any part thereof) it shall receive and hold as trustee for the Supplier the proceeds of such sale, disposal or process or other monies derived from or representing the Goods, (or any part thereof), (including insurance proceeds) and shall keep such proceeds or other monies
separate from any monies or property of the Customer any/or any third parties and shall as soon as possible after receiving the same pay such monies to the Supplier or into a separate account in trust for the Supplier.
7. Installation of the Goods
7.1 The Supplier shall not be liable for any loss or damage (however caused) by virtue of the installation of the Goods by the Supplier, its agents or any other person on the instruction of the Customer.
7.2 Installation of the Goods shall at all times be at the Customer’s risk and the Supplier shall not be liable for any errors or omissions in any specifications or drawings supplied by the Customer.
8.1 Any oral advice or recommendation given by the Supplier, or its employees, or its agents, to the Customer as to the storage, application or use of goods is followed or acted upon entirely at the Customer’s own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not confirmed in writing by the Supplier to the Customer.
8.2 All advice is solely for the benefit of the Customer and the Customer shall not communicate or copy any advice to any third party.
8.3 Unless any Goods performance figures, tolerances or characteristics have been specifically and expressly warranted by the Supplier in writing, the Supplier shall be under no liability whatsoever for any failure to attain such figures, whether attributable to the Supplier’s negligence or otherwise.
9.1 The price of the Goods will be as quoted on our site from time to time or otherwise communicated to the Customer. All prices for goods are in pound sterling and exclude VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.
9.2 Whilst every endeavour will be made to maintain the prices on our Site, the Supplier reserves the right to alter prices at any time prior to acceptance of an Order. Changes in prices on our Site shall not affect any Order for which an invoice has been issued by the Supplier.
9.3 The price of the Goods does not include delivery charges. Our delivery, carriage and packaging charges are as advised to you during the check-out process before you confirm your order.
9.4 While the Supplier uses its reasonable endeavours to correctly price goods listed on our Site, errors occasionally occur. In the event that an error in the price of goods is discovered, the Supplier shall inform the Customer of the error by email. The Customer may elect whether to continue with the Order for those goods at the correct price or to cancel the Order for those
goods and receive a full refund of any monies paid to date in respect of those goods. If the Supplier is unable to contact the Customer using the details provided in the Order, the Supplier may at its discretion cancel the Order for those goods, but in doing so must inform the Customer in writing.
10.1 The Customer may only pay for Goods using a debit card or credit card. Cheques and cash are not accepted under any circumstances. The Supplier agrees to maintain in force security procedures to protect cardholder data and comply with the Payment Card Industry Data Security Standards (PCI DSS). The Supplier agrees to notify the Customer as soon as possible in the event of a security breach.
10.2 Payment for the Goods and all applicable delivery charges shall be made in advance by the Customer at the time of receiving the Invoice.
10.3 The Supplier will issue the Customer with an invoice for payment. The Customer shall
pay such invoice:
(a) by the end of 7 days from the date of the said Invoice, (“Due Date”); and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier; and time for payment shall be of the essence of the Contract.
10.4 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier by the Due Date, the Supplier shall be entitled to cancel any other Orders placed by the Customer and/or to suspend deliveries of any other Goods to the Customer.
10.5 If the Customer fails to pay the Supplier any sum when due, the Customer will be liable to pay interest to the Supplier on such sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.5 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% for any period when that base rate is below 0% (or such lower rate as the Supplier in its absolute discretion may decide).
10.6 The Customer shall reimburse the Supplier on a full indemnity basis for all costs and expenses incurred by the Supplier in connection with the recovery of any monies due to the Supplier and not paid by the Customer by the Due Date.
10.7 Except with the express agreement in writing by the Supplier, the Customer shall pay all amounts due in full without any deduction, set-off or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
11.1 The Supplier will not be held responsible for any problems that arise from the use of our Site and its links or from downloaded information that is available. Use of this Site is at your own risk. The Supplier accepts no responsibility for the content and accuracy of the sites it links to, nor does it accept any liability in connection with any such sites of links.
11.2 The Supplier cannot ensure the exclusion of viruses from the Site and no liability is accepted for viruses. You are therefore recommended to take all appropriate safeguards before downloading information from this Site.
11.3 Any ideas or comments sent to the Supplier via the Site shall become the property of Vine-Works Ltd and as such can be used in any future developments. Vine-Works Ltd holds the copyright over the entire content and links of this site.
11.4 The Supplier will comply with all data protection legislation in force from time to time.
12. Intellectual Property
12.1 Goods offered for sale on our Site may be subject to a patent, trademark, registered design, unregistered design, copyright, topography right or other intellectual property right of any person. The Supplier owns the copyright in respect of any pages of our Site, whether published in paper or electronic form. The reproduction, storage in a retrieval system, or transmission, in any form or by any means electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without the Supplier’s prior written consent. Notwithstanding any other provision of these Terms and Conditions, any copyright material, patent, registered or unregistered design, trademark or other intellectual property right that forms part of the Goods purchased is retained and will not pass to the Customer.
12.2 The use of the Supplier’s trademark requires the prior written approval of the Supplier.
13. Our Liability: your attention is particularly drawn to this clause
13.1 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
13.3 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
13.4 Subject to clause 14.3, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue;
(b) loss of business opportunity;
(c) loss of data or information;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
13.5 Subject to clause 14.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods paid or payable.
13.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for
ensuring that the Goods are suitable for your purposes.
14.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
14.2 Termination of the Contract shall not affect the Customer’s or Supplier’s rights and remedies that have accrued as at termination.
14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15. Events Outside our Control
15.1 The Supplier will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2 If an Event Outside Our Control takes place that affects the performance of the Supplier’s obligations under the Contract:
(a) the Supplier will contact you as soon as reasonably possible to notify you; and
(b) the Supplier’s obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects delivery of Goods to the Customer, the Supplier will arrange a new delivery date with the Customer after the Event Outside Our
Control is over.
15.3 The Customer may cancel the Contract affected by an Event Outside Our Control which has continued for more than 14 days. To cancel please contact the Supplier. If the Customer opts to cancel, the Customer will return any relevant Goods already received and the Supplier will refund the price paid. The Supplier reserves the right to impose a handling
charge of 20% on the price of the returned goods. A minimum charge of £20.00 applies for all returns.
16.1 When we refer to "in writing" in these Terms, this includes email.
16.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.1 Assignment and transfer.
(a) The Supplier may assign or transfer their rights and obligations under the Contract to another entity.
(b) The Customer may only assign or transfer their rights or obligations under the Contract to another person if the Supplier agrees in writing.
17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by the Customer and Supplier (or respective authorised representatives).
17.3 Waiver. If the Supplier does not insist that the Customer perform any of their obligations under the Contract, or if the Supplier does not exercise any of their rights or remedies against the Customer, or if the Supplier delays in doing so, that will not mean that the Supplier has waived its rights or remedies against the Customer or that the Customer does not have to comply with those obligations. If the Supplier does waive any rights or remedies, the Supplier will only do so in writing, and that will not mean that the Supplier will automatically waive any right or remedy related to any later default by the Customer.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between the Customer and the Supplier. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.