In these terms and conditions, the following words have the following meanings, except where the context requires otherwise:
1.1 "Clause" means a term of these terms and conditions. 1.2 "Customer" means any customer who contracts with us for purposes which are outside his or her trade or profession. 1.3 "Delivery Policy" means the delivery policy accessible at www.oddbins.com/wine/Delivery_Policy. 1.4 "Final Information" means the following information contained in our email order confirmation and sent out to you pursuant to Clause 3.7:
1.4.1 the Price of your Order;
1.4.2 the Order Invoice Number;
1.4.3 our address for complaints; and
1.4.4 a statement that the Sales Contract is subject to these terms and conditions and any other specific terms that you and we agree in writing.
1.5 "Goods" means the articles supplied or to be supplied by us to you pursuant to any Sales Contract and, for the avoidance of doubt, unless the context requires otherwise, this includes any substitutes made in accordance with Clauses 3.8 to 3.14 (inclusive). 1.6 "Oddbins" means Whittalls Wine Merchants 1 Ltd t/a Oddbins whose registered office is at European House, Darlaston Road, Walsall, WS2 9AG and whose company number is 7603355. 1.7 "Order" means an order for Goods submitted by a Customer to us. 1.8 "Order Confirmation" has the meaning given to it in Clause 3.7. 1.9 "Order Invoice Number" means the unique identifying number which we give to your Order. 1.10 "Price" means the price for the Goods payable by you including all taxes, duties, delivery costs and any other charges in respect of the Goods or services supplied by us to you, and will be stated in applicable currency showing an exact total and a breakdown. 1.11 "Sales Contract" means a contract for the sale of Goods by us to you which comes into existence in accordance with the provisions of Clause 3.7. 1.12 "Terms" means the terms and conditions on which we make sales to Customers which are set out in:
1.12.1 the terms and conditions set out in on this page; and/or
1.12.2 any special terms agreed in writing by us for a particular Sales Contract.
1.13 "Website" means the internet site maintained by us at URL "www.oddbins.com". 1.14 "Working Day" means any day other than a Saturday or a Sunday or a bank or public holiday in England. 1.15 "your email address" means the email address that you give us when you register on our Website.
2.1 "we", "our" and "us" refers to Oddbins. 2.2 "you" and "your" refers to any Customer who places an Order with us. 2.3 References to "persons" refer to persons both natural and legal and include, without limitation, incorporated or unincorporated associations, partnerships, other private bodies and public authorities. 2.4 Clause and schedule headings are for convenience only and shall not be taken into account in the interpretation of these terms and conditions. 2.5 The words "include", "including" and "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of the foregoing.
3.1 You place an Order with us by either: 3.1.1 clicking on the purchase confirmation button on the order confirmation page of the Website; or 3.1.2 contacting us by telephone and placing an Order. 3.2 The material contained in our Website does not constitute an offer to you by us. 3.3 By clicking on the purchase confirmation button or placing over the telephone an Order pursuant to Clause 3.1, you make an offer to us which incorporates the Terms. All Orders are subject to confirmation by us in accordance with Clauses 3.7 and 3.8 below. 3.4 You acknowledge and agree that you may not use any more than one promotion and/or discount in any one Order and that promotions and discounts cannot be used in conjunction with one another. 3.5 We process all Orders placed via our Website at our processing centre at European House, Darlaston Road, Walsall, WS2 9SQ. 3.6 On receiving your Order, we will send an email to you at the email address provided by you confirming that your Order has been placed. 3.7 Once we have reviewed your Order, we will, if accepted, send you a confirmation email to you at your email address confirming that your Order has been accepted ("Order Confirmation") and that the Goods have been dispatched. Our Order Confirmation will contain the Final Information giving you everything you need to know about your Order. 3.8 The process of forming a Sales Contract between you and us completes only after we accepted your Order by sending the Order Confirmation to you pursuant to Clause 3.7 or, if later, we have debited your account an amount equal to the whole of the Price due for the Goods that you ordered. 3.9 We reserve the right to reject your Order, in which case we will have no obligation to you. We may reject your Order for any reason and at any time up until we send you an Order Confirmation, or, if later, we debit an amount equal to the Price from your account. 3.10 We may accept the whole or any part of your Order, both in respect of the kinds of Goods ordered and the quantity of Goods ordered. If any such changes would reduce the Price payable by you to us, we will reduce the Price and refund the difference between the Price paid and the revised Price within 7 days. 3.11 All Goods on our Website are advertised for sale subject to availability. We will have no liability to you for the unavailability of any Goods. 3.12 Where Goods are out of stock or not available, we reserve the right to select and deliver to you substitute Goods of at least equal value. You acknowledge and agree that vintages may vary from those shown on the Website. 3.13 You have the right to reject any substituted Goods and, in such circumstances, we shall pay the costs of returning any rejected substituted Goods to our premises. 3.14 If we are unable to supply particular Goods or do not provide substitute Goods, we will not charge you any Goods or substituted Goods we cannot deliver. 3.15 If a substitution would reduce the Price payable by you to us, we will reduce the Price and refund the difference between the Price paid and the revised Price within 7 days. 3.16 By placing an Order, you represent to us that you are over 18 years of age at that time. If this representation is untrue, there will be no Sales Contract between us and we will have no liability to you.
4.1 The Price shall, subject to any variations permitted pursuant to these terms and conditions, be the amount stated in our Order Confirmation sent to you pursuant to Clause 3.7. We reserve the right to change our Prices up to the moment that we send you our Order Confirmation. 4.2 Prices of the Goods and Delivery charges are liable to change at any time, but changes will not affect Orders in respect of which we have already accepted in accordance with Clause 3.7. 4.3 Our Website contains a large number of Goods and it is always possible that, despite our efforts, some of the Goods listed on our site may be incorrectly priced. We will verify prices as part of our Order Confirmation procedures so that, where Goods' correct price different from the price stated on our Website, we will, at our discretion, either contact you for instructions before accepting your Order, or reject your Order and notify you that we are rejecting it. 4.4 To clarify, if the pricing error is obvious and unmistakeable and could have been reasonably recognised by you as an error, we do not have to provide the Goods to you at the incorrect (lower) price.
5.1 At or around the time we send our Order Confirmation to you in accordance with Clause 3.7, we will debit from your account an amount equal to the whole of the Price for the Goods. 5.2 We accept payment by any of Visa, Mastercard, Visa Debit, Maestro & Amex. We will debit all amounts in UK £ sterling. We do not accept payment by any of Diners Club, JCB, Electron or Solo cards. 5.3 If we cannot process your payment because your card is declined, or we need further information, we will contact you at your email address. If we do not hear from you within 7 days of attempting to contact you, our communications will cease and we will have no liability to you. For the avoidance of any doubt, where we cannot take payment of the whole of the Price for any reason, a Sales Contract will not come into existence between you and us. 5.4 Your Order might be delayed by transfers of money or credit card authorisations not being confirmed by the relevant banks or credit card companies. You are responsible for contacting your bank or credit card company to speed up this process if you require the Goods that you have ordered urgently.
The Goods shall be delivered by us to you in accordance with our Delivery Policy which can be accessed at www.oddbins.com/wine/Delivery_Policy.
7 WARRANTIES AND OUR LIABILITY TO YOU
7.1 Goods purchased from us through our site are of satisfactory quality and reasonably fit for the purpose for which Goods of the kind are commonly supplied provided always that the Goods are stored and handled in compliance with any instructions we may provide to you from time to time. Important note: the following terms exclude or limit our liability to you. 7.2 We shall not be responsible to you for any loss or damage you incur where such loss or damage is not a foreseeable consequence of us breaching the Terms. Losses are foreseeable where they could be contemplated by you and us at the time you place an Order for the Goods. We are not responsible for indirect losses which happen as a result of the principle loss or damage you incur and which are not foreseeable by you and us. 7.3 Subject to Clause 7.2, we shall not be responsible to you for any loss or damage you sustain caused by or arising out of late delivery or the failure of delivery on account of incorrect delivery information supplied to us by you. 7.4 Subject to the rest of this Clause 7, our total liability to you for any loss or damage you sustain as a result of our failure to deliver the Goods or where we are late in making delivery should be limited to: (i) re-delivering the Goods to you within ten days of you telling us about the non-delivery or late delivery; or (ii) at our option, refunding to you the Price of the Goods ordered but not received, plus the delivery charge for those Goods. 7.5 Subject to the rest of this Clause 7, our total liability to you in respect of any substitute Goods which we have provided to you pursuant to Clause 3.12 and which you have told us are not acceptable to you is limited to refunding to you the price paid by you for the substitute Goods, including the delivery charge for those Goods. 7.6 If any of the Goods are found by us to be defective after they have been returned by you (not of satisfactory quality or fit for its intended purpose), we will, after inspecting the relevant Goods and determining that they are defective, offer a replacement or a refund for the Goods (together with your reasonable costs in returning such Goods to us). Subject to the rest of this Clause 7, this Clause 7.6 sets out our total liability for supplying defective Goods to you. In the event that you have failed to comply with any instructions given by us as to storage and handling of the Goods, we may not be able to offer a replacement or refund in accordance with this Clause 7.6. If you believe a Good to be defective please contact us by post at PO Box 65983, London, SW18 9LQ, telephone (0800 328 2323) or email ([email protected]). 7.7 Nothing in these Terms excludes or limits our liability for:
7.7.1 death or personal injury caused by our negligence;
7.7.2 fraud or fraudulent misrepresentation;
7.7.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
7.7.4 any defective Goods under the Consumer Protection Act 1987; or
7.7.5 any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
7.8 Nothing in these Terms shall affect your statutory rights.
8 REFUND AND CANCELLATION POLICY
8.1 You have a 7 day cooling off period from the day on which the Goods are delivered to you to cancel your Order for any Goods purchased on our Website. During this time you may return Goods to us for a full refund. A full refund will be offered provided the goods are deemed by us to be in the same conditions as they were delivered to you and that the request to cancel is received in writing. Any cancelled Order will be refunded within 30 days of receipt by us of the returned goods. Where we collect Goods that you wish to return to us we will charge you the sum of £10. If returned Goods are not deemed by us to be in the same conditions as they were delivered to you, we will return the Goods to you and a re-delivery fee will be due and payable by you to us. 8.2 In order to claim a refund, Customers must send a cancellation notice, stating their Order Invoice Number, to us, in any of the following ways: 8.2.1 by hand delivery to our registered office at European House, Darlaston Road, Walsall, WS2 9SQ. In this case, the notice will be deemed to have been given on the day on which it was left; or 8.2.2 by post to our registered office at European House, Darlaston Road, Walsall, WS2 9SQ, or our processing centre at PO Box 65983, London, SW18 9LQ. In this case, the notice will be deemed to have been given on the day on which it was posted; or 8.2.3 by fax, to fax number 0800 328 3848. In this case, the notice will be deemed to have been given on the day on it was sent; or 8.2.4 by email to our Customer service team at "[email protected]". In this case, the notice will be deemed to have been given on the day on which it was received. 8.3 Customers who wish to cancel their Orders pursuant to Clause 8.1 after delivery must: 8.3.1 take reasonable care of the relevant Goods and must not use, open or consume them; and 8.3.2 return the relevant Goods within 7 days from the date of delivery, complete with all relevant packaging and (in our opinion) in the same conditions as they were delivered to you, to us at our processing centre at European House, Darlaston Road, Walsall, WS2 9SQ, at their own cost. We advise Customers to take out adequate insurance of the Goods for the return journey. 8.4 If you wish to return Goods to us and cannot arrange re-delivery to our processing centre, you should contact us by post (at PO Box 65983, London, SW18 9LQ), telephone (0800 328 2323) or email ([email protected]), as soon as possible and in any event within 7 days from the date of delivery. Where we collect Goods that you wish to return to us we will charge you the sum of £10. 8.5 If you return Goods which we substituted for the Goods that you originally ordered, you are not required to pay the costs of returning the substituted Goods to us, after sending a cancellation notice.
9.1 If you have any complaints regarding our services, please address them to Customer Services by: 9.1.1 post, to our Customer Service Manager at Oddbins Customer Services, PO Box 65893, London, SW18 9LQ; 9.1.2 fax, to fax number 0800 328 3848; 9.1.3 email, to "[email protected]".
10.1 Any variation to the Terms shall be of no effect whatsoever unless agreed in writing by us. 10.2 We have the right to revise and amend the Terms from time to time.
11.1 If any term or provision of the Terms are in whole or in part held to any extent to be illegal or unenforceable under any enactment or rule of law, the relevant provision shall to that extent be deemed not to form part of the Terms and the enforceability of the remainder shall not be affected.
12.1 Any remedy or right conferred upon us or you for breach of the Terms shall be in addition to and without prejudice to all other rights and remedies available to the relevant party. No exercise or pursuit, or failure to exercise or pursue, such a right or remedy shall constitute a waiver by a party of any other right or remedy.
13 ENTIRE AGREEMENT
13.1 These Terms constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Sales Contract. 13.2 We each acknowledge that, in entering into a Sales Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Terms or the documents referred to in them. 13.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. 13.4 Nothing in this clause limits or excludes any liability for fraud.
14 THIRD PARTY RIGHTS
A person who is not party to a Sales Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15 EVENTS OUTSIDE OUR CONTROL
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Sales Contract that is caused by events outside our reasonable control (Force Majeure Event). 15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: 15.2.1 strikes, lock-outs or other industrial action; 15.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; 15.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; 15.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; 15.2.5 impossibility of the use of public or private telecommunications networks; 15.2.6 the acts, decrees, legislation, regulations or restrictions of any government; and 15.2.7 pandemic or epidemic. 15.3 Our performance under any Sales Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under any Sales Contract may be performed despite the Force Majeure Event.
16 TRANSFER OF RIGHTS AND OBLIGATIONS
16.1 The Sales Contract between you and us is binding on you and us and on our respective successors and assignees. 16.2 You may not transfer, assign, charge or otherwise dispose of a Sales Contract, or any of your rights or obligations arising under it, without our prior written consent. 16.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Sales Contract, or any of our rights or obligations arising under it, at any time during the term of the Sales Contract. 17 GOVERNING LAW AND DISPUTES 17.1 These terms and conditions and any Sale Contract to which they apply shall be governed by and construed in accordance with the law of England and Wales. 17.2 The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute concerning or arising out of these terms and conditions and any Sale Contract to which they apply.