Terms & Conditions

1 – Definitions and Interpretations
1.1.       In these Conditions the following words shall have the following meanings:
1.2.       “Ancillary Goods” means (without limitation) items such as cans and other containers, or labels, closures detailed in the specification;
1.3.       “Beverages” means alcoholic and/or non-alcoholic beverages detailed in the specification;
1.4.       “Customer” means the person who buys or agrees to buy Beverages and/or Ancillary Goods and/or Services from the Seller;
1.5.       “Conditions” means the terms and conditions of the sale set out in this document and any special terms and conditions agreed in writing by an authorised representative of the Seller;
1.6.       “Contract” means any contract made between the Seller and the Customer for the sale and purchase of Beverages and/or Ancillary Goods and/or Services being any written order of the customer which is accepted by the Seller;
1.7.       “Finished Goods” means the canned beverages produced by the Seller in accordance with the specification;
1.8.       “Free Issue Material” means any goods or materials supplied by the Customer to the Seller for incorporation into the Finished Goods;
1.9.       “Price” means the price per case of Finished Goods (ex works) including packing and standard packaging but excluding VAT, Special Packaging and the costs of carriage, storage and insurance;
1.10.     “Seller” means Jolly’s Drinks Ltd whose registered office address is Oak House, Forge Lane, Saltash, Cornwall, PL12 6LX England;
1.11.     “Services” means the services detailed in the specification and/or carriage provided by the Seller and /or Storage provided by the Seller as the case may be;
1.12.     “Special Packaging” means packaging provide by the Seller, at the Customer’s specific request, in substitution for or in addition to Standard Packaging;
1.13.     “Standard Packaging” means plain cartons provided by the Seller;
1.14.     “Specification” means the specification in writing of the Beverages and/or Ancillary Goods and/or Services agreed between the Seller and the Customer;
1.15.     “VAT” means value added tax and any other relevant taxes and levies and impositions at the prevailing rate at the date of the Seller’s VAT invoice;
1.16.     “Writing” includes electronic mail transmission and comparable means of communication.
1.17.   The headings in these Conditions are for convenience only and shall not affect either their interpretation and/or the construction of the contract.
1.18.   Any reference in these conditions to any provision of a statute shall be construed as a    reference to that provision as amended, re-enacted and/or consolidated at the relevant time.
2 – Conditions applicable
2.1   These Conditions shall supersede and override all previous terms and conditions which have governed all contracts made between the Seller and the Customer to date.
2.2         These Conditions shall apply to all contracts for the sale of Beverages and/or Ancillary Goods and/or Services by the Seller to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order, or similar document and to the exclusion of any course of dealing established between the Seller and the Customer.
2.3         All orders placed by the Customer for Beverages and/or Ancillary Goods and/or Services pursuant to a quotation of the Seller or otherwise shall be deemed to be an offer by the Customer to purchase Beverages and/or Ancillary Goods and/or Services pursuant to these Conditions and shall not be binding on the Seller unless and until it is accepted via written communication by an authorised representative of the Seller and confirmed by the Seller in Writing;
2.4         Acceptance of delivery of Finished Goods shall be deemed conclusive proof of the Customer’s acceptance of these conditions;
2.5         Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in Writing by the Seller;
2.6         The Seller’s employees or agents are not authorised to make any representations concerning the Beverages and/or Ancillary Goods and/or Services unless confirmed by the Seller in Writing.  In entering into the Contract, the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
2.7         Any advice or recommendation given by the Seller or its employees or agents to the Customer or its employee’s or agents as to the storage, dispensing, application or use of the Finished Goods and which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Customer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.8         Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 – Orders
3.1         No order submitted by the Customer shall be deemed to be accepted by the Seller until confirmed over the telephone by an authorised representative of the Seller and confirmed in Writing by the Seller;
3.2         All orders of Beverages and/or Ancillary Goods and/or Services shall be accepted by the Seller subject to availability and the credit status of the Customer and to government or other regulations that may be introduced from time to time;
3.3         The Customer shall be responsible to the Seller for ensuring the accuracy and completeness of the terms of any order (including any specification) for beverages and/or Ancillary Goods and/or Services submitted by the Customer and for giving the Seller any necessary information relating to the Beverages and/or Ancillary Goods and/or Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms;
3.4         The specification of the Beverages and/or Ancillary Goods and/or Services and/or Finished Goods shall be in accordance with the specification;
3.5         Where the Customer specifies (a) a particular Ancillary Good(s) the Seller reserves the right to specify the supplier of such Ancillary Good(s);
3.6         Beverages manufactured by the Seller shall be in accordance with British and European Standards that relate specifically to them;
3.7         If Beverages are to be manufactured or any process is to be applied to them by the Seller in accordance with a recipe and/or specification submitted by the Customer, the Customer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the seller’s use of the Customer’s recipe and/or specification;
3.8  Should the customer fail to supply ingredients, packaging or any other goods required to complete an order, or these goods are not suitable to the process the full cost of the order will become payable by the customer.
3.9 It is the Customers responsibility to ensure all product testing relating to the products suitability to be canned using The Sellers processes has been completed at the cost of The Customer.  This includes, but is not limited to, Life Testing and Product Compatiblity Testing and any other additional testing that may be required for an individual product to ensure suitability.  Any completed test results must be available to The Seller on request.  Failure to complete or make the results available to The Seller, completed testing, will be entirely at The Customers risk.  On the assumption that The Seller has carried out recipe instructions according to the Customers instructions, The Seller is not responsible for product failure
3.91  On acceptance of the order, The Seller will assume The Customer has completed all necessary dudiligence to ensure the product suitability and shelf life prior to commencing canning.
3.10         The Seller may from time to time make changes in the specification which are required to comply with any applicable safety or statutory requirements;
3.11        The Seller may cancel the Contract at any time before the Seller has completed a canning run by giving notice in Writing to the Customer. On giving such notice the Seller shall promptly repay to the Customer any sums paid in respect of the price. The Seller shall not be liable for any loss or damage whatever arising from such a cancellation;
3.12      The Customer may not cancel the Contract except by agreement in Writing of the Seller and upon such terms as the Seller shall, in its absolute discretion specify.
4 – Delivery of Finished Goods
4.1         Unless an authorised representative of the Seller agrees to deliver the Finished Goods to the Customer over the telephone and/or in Writing, delivery of the Finished Goods shall be made by the Customer collecting them from the premises nominated by the Seller on the date(s) agreed by the Seller’s authorised representative over the telephone and/or in Writing;
4.1.1     collection of the Finished Goods includes any vessel or IBC in which the product was delivered;
4.2         Where an authorised representative of the Seller agrees over the telephone and/or in Writing to deliver the Finished Goods to the Customer, the Finished Goods shall (unless otherwise agreed by the Seller over the telephone and/or in Writing) be delivered to the Buyer’s address.  In that event, the Seller shall arrange for carriage of the Finished Goods, the cost of which (together with any insurance – plus VAT) shall be invoiced by the Seller and paid for by the Customer in accordance with clause 6 below;
4.3         The Customer shall make all arrangements necessary to take delivery of the Finished Goods whenever they are tendered for delivery;
4.4         Any dates quoted by the Seller for delivery of the Finished Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Finished Goods however caused.  Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing;
4.5         The Customer shall take delivery of the Finished Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity ordered provided that such discrepancy in quantity shall not exceed 15%.  The price shall not be adjusted.
4.6         The Seller may deliver the Finished Goods by separate installments.
4.7         If the Customer fails to take delivery of the Finished Goods or fails to give the Seller adequate delivery instructions at the time stated for the delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: –
4.7.1     store the Finished Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
4.7.2     sell the Finished Goods and/or Free Supply Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the Price or charge the Customer for any shortfall below the price;
4.8         The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Finished Goods (or any of them) promptly or at all.
4.9         Notwithstanding that the Seller may have delayed or failed to deliver the Finished Goods (or any of them) promptly the Customer shall be bound to accept delivery and to pay for the Finished Goods in full provided that delivery shall be tendered at any time within 1 month of the agreed date (s) for delivery;
4.9.1     Finished Goods will be collected no earlier than 7 days and no later than 14 days. Number of days may be reduced at the discretion of the Seller. Additional storage charges may apply.
5 – Price
5.1         The Price shall be the price as stated on the Seller’s written quotation.
5.2         The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s VAT invoice;
5.3         All prices quoted are valid for 30 days after which time they may be withdrawn or altered by the Seller upon giving notice to the Customer;
5.4         The Seller reserves the right, by giving notice to the Customer at any time before completion of a canning run to increase the Price to reflect any increase in the cost to the Seller which is due to any factor or factors occurring after the making of the Contract including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of taxes and duties, increases in manufacturers or suppliers prices, increases in the costs of labour, materials and other manufacturing costs, any change in delivery dates, quantities or specifications (including the Specification) or any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate information or instructions;
6 – Payment Terms
6.1         Except as otherwise stated in any quotation of the Seller or otherwise agreed between the Seller and the Customer in Writing, the Seller shall be entitled to invoice the Customer for: –
6.1.1     the Price, including any Special Packaging (plus VAT) on the date of completion of the canning run;
6.1.2     the costs of carriage (plus VAT) on the day of delivery;
6.1.3     the costs of storage and insurance (plus VAT) weekly;
6.2         Except as otherwise stated in any quotation of the Seller or otherwise agreed between the Seller and the Customer in Writing payment of: –
6.2.1     the Price and any Special Packaging (plus VAT) regardless of whether or not the Finished Goods have been delivered to the Customer;
6.2.2     the costs of carriage (plus VAT);
6.2.3     the costs of storage and insurance (plus VAT) shall be due in cash or cleared funds by the 15th day of the month following the date of the Seller’s invoice (“the Relevant Day” for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998).
6.3         The Seller reserves the right in its absolute discretion to refuse to grant credit to a Customer;
6.4         Time for payment of the Price (plus VAT and any Special Packaging), the costs of carriage (plus VAT) and the costs of storage and insurance (plus VAT) shall be of the essence of the Contract.
6.4.1     the Customer will pay 20% of the Price to the Seller, as a non-refundable deposit to confirm the order. 40% will be paid pre-production. The final 40% will be paid before delivery of the Finished Goods.
6.5         In the event of any cheques or Direct Debits due by a Customer to the Seller being dishonored, the Seller reserves the right to make a charge of £50.00 (or such other sum as the Seller may from time to time advise the Customer) to cover bank and administrative costs;
6.6         The Customer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Customer may have or allege to have or for any reason whatever;
6.7         If the Customer fails to make payment of any invoice on the Relevant Day then, without prejudice to any of the Seller’s other rights, the Seller may in its absolute discretion: –
6.7.1     suspend and/or cancel further deliveries of Finished Goods and/or unexecuted orders of the Beverages and/or Ancillary Goods and/or Services due to the Customer; and/or
6.7.2     appropriate any payment made by the Customer to such of the Finished Goods supplied under the Contract or under any other contract with the Customer as the Seller may think fit (notwithstanding any purported appropriation by the Customer); and/or
6.7.3     charge the Customer interest in accordance with the Last Payment of Commercial Debts (interest) Act 1998 (“the Act”), or, if for any reason the Act does not apply, interest which shall accrue from the date that payment becomes due from the day to day until the date of payment at a rate of 5% above the Bank of England’s base rate from time to time in force and which shall accrue at such a rate after as well as before any judgment.
6.8         If the Customer fails to make any payment on the due date in respect of any other contract between the Seller and the Customer the Price (plus VAT) and any Special Packaging), any costs of carriage (plus VAT) and any costs of storage and insurance (plus VAT) shall immediately become due and payable to the Seller.
7 – Returns
7.1         The Seller will not accept the return of Finished Goods unless: –
7.1.1     the Seller agrees that there has been a production fault or
7.1.2     where the Seller has agreed to deliver to the Customer and agrees that the Finished Goods have been damaged, leaking or broken, prior to or during delivery and then only as specified in clause 7.2 below.
7.2         Where it is agreed in the opinion of the Seller (which shall be binding to the Customer) that the quality of the Finished Goods is not acceptable, the Finished Goods returned must be accompanied by the appropriate documentation signed by the Customer and a duly authorised employee of the Seller;
7.21  The Customer accepts that The Seller can not be held responsible for can lining defects, reactions and/or a failed Compatibility Test leading to leaking cans.  Under these circumstances no returns or claims will be accepted.
7.3         All claims by the Customer in respect of defective Finished Goods must be notified to the Seller in accordance with clause 13;
8 – Pallets
8.1         The Seller will use returnable pallets;
8.2         All returnable pallets shall remain the property of the Seller;
8.3         The Customer shall treat, and procure that its own customers shall treat returnable pallets with all reasonable care and shall ensure that they are returned promptly to the Seller undamaged;
8.4         The Customer shall put in place and maintain adequate controls so as to be able to identify at any particular time the number of returnable pallets in its or its own customers’ possession or control at any one time, and shall demonstrate on the Seller’s request, the existence and operation of such controls to the Seller’s satisfaction;
8.5         A deposit may be charged by the Seller on returnable pallets, which will be credited to the Customer’s account by the Seller on prompt return and in good condition.
8.6         The Seller reserves the right to charge the Customer for the full current cost of replacing any returnable pallets, which is not returned to the Seller in accordance with its requirements.  In cases of persistent failure to return, or in cases of persistent damage to returnable pallets the Seller in addition reserves the right, in its absolute discretion, to withhold any further supplies from the Customer.
9 – Passing of Risk
9.1         Risk of damage to or loss of the Finished Goods shall pass to the Customer: –
9.1.1     in the case of Finished Goods to be collected by the Customer, at the time of collection; or
9.1.2     in the case of Finished Goods to be delivered to the Customer, at the time of delivery; or
9.1.3     if the customer wrongfully fails to collect and/or take delivery of the Finished Goods, at the time when the Seller has tendered delivery of them;
9.2         Risk of damage to or loss of Free Issue Materials shall pass to the Seller on delivery;
9.3         The Seller shall not be liable for any loss of any kind to the Customer arising for any damage to the Finished Goods occurring after the risk has passed to the Customer pursuant to clause 9.1 above, nor shall any liability of the Customer to the Seller be reduced or extinguished by reason of such loss;
9.4         The Customer shall insure and keep insured the Finished Goods, to not less than the full Price against “all risks” to the reasonable satisfaction of the Seller until the date that property of the Finished Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance.  Without prejudice to the other rights of the Seller, if the Customer fails to do so all sums whatever owing by the Customer to the Seller shall forthwith become due and payable.
9.5         The Seller shall insure and keep insured Free Issue Materials to not less than their full value against “all risks” to the reasonable satisfaction of the Customer until the date that property in the Free Issue Materials passes from the Customer;
10 – Retention of Title
10.1      Any cans or other Free Issue Materials provided to the Seller by the Customer or on the Customer’s behalf shall at the commencement of the manufacturing of filling process become the property of the Seller and shall remain the property of the Seller, despite any delivery of the goods or materials, until those finished goods have been paid for in full;
10.2      In spite of delivery having been made and the passing of risk in the Finished Goods, or any other provision of these conditions, the property in and legal title to the Finished Goods shall not pass to the Customer until the Seller has received in cash or cleared funds payment in full of all amounts then due and owing from the Customer to the Seller (including without limitation any interest payable, VAT, costs of carriage, insurance and storage), whether under the Contract or any other contract between the Seller and the Customer;
10.3      Until property in the Finished Goods passes to the Customer in accordance with clause 10.2 above, the Customer shall hold the Finished Goods and each of them in a fiduciary basis as bailee for the Seller.  The Customer shall keep the Finished Goods properly stored and protected (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property;
10.4      Notwithstanding that the Finished Goods (or any of them) remain the property of the Seller the Customer may sell them in the ordinary course of the Customer’s business at full market value for the account of the Seller.  Any such sale, shall be a sale of the Seller’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal when making such sales. Until property in the Finished Goods passes from the Seller the entire proceeds of sale (including insurance proceeds) of the Finished Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be identified at all material times as the Seller’s money.  The Customer’s power of sale referred to in this clause 10 shall automatically cease upon the occurrence of any of the events referred to in clause 16;
10.5      Until such time as property in the Finished Goods passes from the Seller to the Customer, the Seller shall be entitled to request that the Customer deliver up such of the Finished Goods as have not ceased to be in existence or resold.  If the Customer fails to do so forthwith the Seller shall be entitled to enter upon any premises (forcibly if necessary and with or without vehicles) owned occupied or controlled by the Customer or any third party where the Finished Goods are situated and repossess the Finished Goods.  On the making of such request the rights of the Customer under clause 10.4 above shall cease;
10.6      The Customer shall not pledge or in any way charge by way of security for nay indebtedness any of the Finished Goods which are the property of the Seller.  Without prejudice to any other right or remedy of the Seller, if the Customer does all sums whatever owing by the Customer to the Seller shall forthwith become due and payable;
10.7      The rights and remedies conferred by this clause 10 are in addition to and shall not in any way prejudice, limit or restrict any other rights of the Seller and in particular (but without limitation) the right of the Seller to recover the Price (plus VAT and any Special Packaging), any costs of carriage (plus VAT) any costs of storage (including insurance plus VAT) together with any interest payable notwithstanding that property in any of the Finished Goods has not passed from the Seller.
11 – Storage of Goods etc.
The Customer understands that the quality of the Finished Goods can be affected by conditions of storage by it or its own customers and the customer shall therefore have no claim against the Seller in respect of any deterioration in the quality of the Finished Goods attributable to (but without limitation): –
11.1      failing to store the Finished Goods in clean, sound and dry premises, out of direct sunlight and within temperatures appropriate for the Finished Goods in question;
11.2      failing to transport the Finished Goods carefully and in suitably adapted vehicles;
11.3      failing to implement proper stock rotation procedures, to ensure that the Finished Goods with the earlier “Best Before” dates are delivered and used first and ensuring that they are delivered to the Customer’s customer before the stated “Best Before” date with at least 75% of that date left to run;  Should The Customers “Best Before” date exceed that of the “Best Before” date of the can lining (12 months), the lower of the two will apply
12 – Bar Codes
The Finished Goods may, at the Customers discretion, be printed with Bar Codes.  In the event of omission or error in such Bar Codes the Seller accepts no liability for any ensuing loss, damage or expenses incurred by the Customer;
13 – Claims
13.1      The Customer shall be responsible for examining all Finished Goods upon delivery or collection;
13.2      Any alleged loss or damage to the Finished Goods must be entered upon the delivery note and notified to the Seller in Writing and along with photographic evidence within 7 days of delivery.  Claims cannot be entertained once the Finished Goods have been signed for unless the alleged defect was not apparent upon sampling;
13.3      In the event of non-delivery of the Finished Goods and only where the Seller has agreed to deliver the Finished Goods to the Customer, the Customer shall notify the Seller in Writing of any such claim within 5 days of the agreed date for delivery;
13.4      Any claim in respect of alleged incorrect pricing must be made to the Seller in Writing within 5 days of the date of the invoice.
13.5  No claim will be considered should the storage of goods exceed the recommended storage time of that relating to clause 11.3.
13.6  The Seller will not accept any claim where The Customer has chosen to omit preservatives or has chosen to use less preservatives than that recommended by the preservative manufacturer.
13.7      The Seller shall determine whether or not a claim by the Customer is valid and in its absolute discretion shall give credit to the Customer or replace the Finished Goods in question;
14 – Liability
14.1      Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Beverages ad/or Ancillary Goods and/or Finished Goods and/or Services or the use or resale of the Finished Goods by the Customer;
14.2      Without prejudice to the foregoing, in the event of any breach of this Contract by the Seller the remedies of the Customer shall be limited to damages.  Under no circumstances shall the Seller be liable for any loss, damage, costs or expenses which exceed in the aggregate the Price;
15 – Force Majeure
15.1      The Seller shall not be liable for any default or be deemed to be in breach of the Contract due to any delay in performing, or any failure to perform, any of its obligations if the delay or failure was due to any cause beyond the reasonable control of the Seller;
15.2      Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: –
15.2.1  an act of God, explosion, pandemic, flood, drought, tempest, fire or accidents;
15.2.2  war or threat of war, sabotage, insurrection, civil disturbance or requisition;
15.2.3  acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local-authority;
15.2.4  import or export regulations or embargoes;
15.2.5  strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
15.2.6  difficulties in obtaining raw materials, labour, fuel, parts or machinery;
15.2.7  power, failure or breakdown in machinery;
16 – Insolvency or other default of Customer
16.1      This clause 16 shall apply if: –
16.1.1  the Customer fails to make payment for the Finished Goods in accordance with this Contract; and/or
16.1.2  commits any other breach of this Contract; and/or
16.1.3  if any distress or execution shall be levied upon any of the Customer’s goods; and/or
16.1.4  if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrative receiver or manager shall be appointed over the whole or any part of the Customer’s business or assets or if any petition for the appointment of an administrator is presented against the Customer or if the Customer shall suffer any analogous proceedings under foreign law; and/or
16.1.5  an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; and/or
16.1.6  the Customer ceases, or threatens to cease, to carry on business; and/or
16.1.7  the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly;
16.2      If this clause 16 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled in its absolute discretion to: –
16.2.1  suspend all further deliveries and/or unexecuted orders of the Finished Goods to the Customer and/or terminate the Contract without liability upon its part to the Customer; and/or
16.2.2  if the Finished Goods have been delivered but not paid for the Price (plus VAT and any Special Packaging), any costs of carriage (plus VAT), any costs of storage (including interest plus VAT) together with any interest shall become immediately due and owing notwithstanding any previous agreement or arrangement to the contrary; and/or
16.2.3  exercise any of its rights pursuant to clause 10;
17 – Lien
The Seller shall be entitled to a particular lien, as well as a general lien on all goods of the Customer in the Seller’s possession (including goods of the Customer which have been paid for) for the unpaid price of all goods sold and/or services supplied (including storage) to the Customer by the Seller under the Contract or any other contract between the Seller and the Customer;
18 – Waiver
No whole or partial waiver or forbearance by the Seller (whether expressed or implied) of any breach of the Contract by the Customer and/or in enforcing any one or more its rights under the Contract shall prejudice the Seller’s right to do so in the future, nor shall it be considered as a waiver or forbearance on the part of the Seller of any subsequent breach of the same or any other provision;
19 – Licensing, sub-contracting and assigning
19.1      The Seller may licence or sub-contract all or any part of its rights and obligations under the Contract without the Customer’s consent;
19.2      The Customer shall not be entitled to assign its right or transfer any of its rights or obligations under the Contract, in whole or in part, without the prior consent in Writing of the Seller;
20 – Third Parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999, the Contract is not intended to, and does not; give any person who is not a party to it any right to enforce any of its provisions;
21 – Notices
21.1      Any notice or other communication required or permitted to be given or served by the Seller and/or the Customer under these Conditions shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may be at the relevant time have been notified pursuant to this clause to the party giving notice and shall either be delivered personally or sent by first class or recorded delivery or by airmail pre-paid post or by electronic mail and shall be deemed duly served:
21.1.1  in the case of a notice delivered personally, at the time of delivery;
21.1.2  in the case of a notice sent inland by first class pre-paid post, 2 clear business days (being a day on which banks are open for business in England) after the date of dispatch;
21.1.3  in the case of a notice sent overseas by airmail, 7 business days; and
21.1.4  in the case of an electronic mail on the day and at the time of transmission if sent before 4:00pm on a business day but otherwise on the next following business day;
21.2      In proving the giving of a notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched or that dispatch of the transmission was confirmed and/or acknowledged as the case may be;
22 – Marketing
22.1 The Seller’s employees have the right to capture images and videos of Beverages in production for the Seller’s marketing purposes. The Seller will be sensitive to posting unreleased products to avoid impacting the Customer’s promotional launch. Sensitive dates shall need to be confirmed by the Customer in writing.
23 – Severance
23.1      If any provision of these Conditions and/or any part of the Contract shall be prohibited by law or is found by a court or other competent authority to be unlawful, void or unenforceable such provision and/or part shall to the extent required be severed from the remainder of these Conditions and/or the Contract, which will continue to be valid and enforceable to the fullest extent permitted by law;
23.2      In the event of any such severance the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so severed.
24 – Governing Law
The contract shall be construed in accordance with and governed by the laws of England and Wales and both parties hereby irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to resolve any controversy and/or claim of whatever nature arising out of and/or relating to the Contract and/or any alleged breach of it.