This Agreement is between SAZERAC UK LIMITED T/A HI-SPIRITS, Company Number 04682459, whose registered office is at 60 Marina Place, Hampton Wick, Kingston upon Thames KT1 4BH (Hi-Spirits) and the RETAILER identified below.
This Agreement commences on the date on which the Retailer signs this document (Commencement Date) and continues unless terminated earlier in accordance with Condition 5.
Hi-Spirits will deliver to the Retailer at the address(es) specified at the end of this Agreement (Premises): (a) 12 x 5cl bottles of Southern Comfort, 12 x 5cl bottles of Sheep Dog, 10 x 5cl bottles of Fireball and 10 x 5cl bottles of Tequila Rose (each bottle a Product and collectively the Products); and, (b) a unit to be used to display the Products (Display Unit). The Premises shall be an address or addresses in England or Wales.
- Hi-Spirits shall ensure that the Products supplied with the Display Unit: (a) are of satisfactory quality and fit for any purpose held out by Hi-Spirits; (b) are, on delivery free from defects in design, material and workmanship; and, (c) comply with all applicable laws.
The Retailer’s Obligations
- The Retailer shall ensure that the Display Unit: (a) is placed in a highly visible and prominent location as close as possible to the Premises’ primary point of sale; (b) is not used to display any product other than the Products; (c) is at all times stocked with reasonable quantities of each of the Products; (d) is kept clean and dust-free and in good condition and free from any materials not supplied by Hi-Spirits.
- If the Display Unit is defective or any of the Products supplied with the Display Unit do not comply with Condition 2.1, the Retailer shall immediately notify Hi-Spirits and Hi-Spirits may replace the Display Unit and, where applicable, relevant Product(s).
- The Retailer shall purchase additional quantities of the Product, to comply with Condition 3.1 from a Hi-Spirits’ approved third party re-seller (each a Reseller) which shall be supplied under a separate agreement between the Retailer and the Reseller. The recommended retail price for each of the Products is £2.00 or £5.00 for any three Products.
- The Retailer will notify Hi-Spirits in the event that the Display Unit is damaged and Hi-Spirits will, where reasonably possible, replace the Display Unit. The cost of the replacement Display Unit will be borne by the Retailer except where the Display Unit is faulty or due to fair wear and tear.
- The Retailer will allow Hi-Spirits’ personnel or its authorised representatives (Representatives) access to enter the Premises at any time when the Premises is open for business to carry out an inspection of the Products and Display Unit and comply with the Representatives reasonable directions in relation to the use and display of the Display Unit.
- In the event that a Hi Spirits personal or its representative were to find the unit missing from the store, or non Hi Spirits products displayed on the Display Unit, within the six month period commencing from the date agreed in this agreement, then Hi Spirits would at its discretion be within its rights to invoice the retailer for the value of the free stock plus the display unit at a total cost of £120.
Title, Risk and Insurance
Title to and risk in the Products transfers to the Retailer upon delivery of the Products to the Premises. The Retailer acknowledges that Hi-Spirits is the owner of the Display Unit and the Retailer holds the Display Unit as Hi-Spirit’s bailee.
- The Retailer may terminate this Agreement without reason at any time and for any reason six months after the Commencement Date by providing Hi-Spirits not less than 30 days’ written notice.
- Hi-Spirits may terminate this Agreement with immediate effect by providing written notice to the Retailer if: (a) the Retailer is in breach of this Agreement and fails to remedy the breach within 30 days of its receipt of a notice requiring it to do so; (b) the Retailer brings, or is likely to bring, Hi-Spirits or the Retailer into disrepute, contempt or scandal or ridicule.
- Following termination of this Agreement, the Retailer shall, at Hi-Spirit’s election, return or dispose of the Display Unit.
- Hi-Spirits shall not be liable for any loss of or damaged to property caused by the Display Unit.
- Neither party excludes or limits liability for death, personal injury, fraud or any matter which cannot be excluded by applicable law.
- Subject to Condition 6.2, Hi-Spirits maximum liability under or in connection with this Agreement whether in contract, tor (including negligence), breach of statutory duty or otherwise, shall be limited in aggregate for all claims, losses, damages, actions and proceedings to the total retail value of the Display Unit.
- Nothing in this Agreement is intended to, or shall, operate to create a partnership or joint venture of any kind between Hi-Spirits and the Retailer.
- The Retailer may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Hi-Sprits.
- This Agreement may not be amended except in writing signed by the parties.
- All notices and other communications required to be given under this Agreement shall be in writing and shall be delivered by email or registered post (or similar) to the address specified in this Agreement. Emails to Hi-Spirits shall be sent to firstname.lastname@example.org. Emails to the Retailer shall be sent to the email address set out below.
- This Agreement contains all the terms and conditions agreed between the parties regarding its subject matter and supersedes and replaces any prior agreement, understanding or arrangement between them. The Retailer acknowledges that it has not relied upon any representation or warranty made by or on behalf of Hi-Spirits in relation to these Conditions, which is not expressly set out in these Conditions.
- This Agreement and any dispute or claim relating to it or its subject matter are governed by and shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.