T&Cs TERMS & CONDITIONS In placing an order via Wholesale.HowlingHops.co.uk you submit to all of the below terms and conditions. Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to the Products that we sell. Definitions and interpretation 1.1 In these Terms: “Account Opening Form” means the Howling Hops account opening form supplied by HH to the Customer and signed or otherwise agreed by or on behalf of the Customer; “Business Day” means any week day, other than a bank or public holiday in England; “Business Hours” means between 09:00 and 17:30 on a Business Day; “HH” means Howling Hops (Double Heavy limited), a company incorporated in England and Wales (registration number 08956076) having its registeredoffice at 19 New road Brighton BR1; “Customer” means the customer for the Products, as specified in the Account Opening Form; “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected, including: (a) power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars; and (b) unpredictable and unpredicted events during the process of brewing products, and brewing equipment and plant malfunctions; “Keg” means any keg or cask in which the Products are delivered; “Order” means a particular contract between the parties for the sale and supply of products entered into in accordance with Clause 3; “Prices” means HH’s standard list prices for the Products from time to time, or such other prices as are expressly agreed by HH from time to time; “Products” means: (a) bottled beer and beer in Kegs which is purchased by the Customer from HH under these Terms; and (b) beer mats, t-shirts, glasses and other merchandise and marketing collateral supplied by HH to the Customer; and “Terms” means these terms and conditions of supply. 1.2 In these Terms, a reference to a statute or statutory provision includes a reference to: (a)that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and (b) any subordinate legislation made under that statute or statutory provision. 1.3 The Clause headings do not affect the interpretation of these Terms. 1.4 In these Terms, “persons” includes companies, partnerships, limited liability partnerships, unincorporated associations and trusts. 1.5 The ejusdem generis rule is not intended to be used in the interpretation of these Terms. These Terms 2.1These Terms together with: (a) the Account Opening Form; and (b) any wholesale agreement entered into by the parties and any other agreement entered into by the parties relating to pricing, ordering obligations and/or the supply and use of equipment supplied by HH, contain the only terms and conditions upon which HH will deal with the Customer, and govern all Orders to the exclusion of all other terms and conditions. 2.2 Without prejudice to the generality of Clause 2.1, any reference to any of the Customer’s terms and conditions in any document forming part of or evidencing an Order will not have the effect of incorporating any such terms and conditions into the Order, or of forming any other contract between the parties for the purchase of the Products. 2.3 The Customer hereby waives any right it might otherwise have to rely upon the Customer’s terms and conditions referred to in Clause 2.2 and the other terms and conditions referred to in Clause 2.1. 2.4 In the event of a conflict between these Terms and any agreement referred to in Clause 2.1(b), the provisions of the latter shall prevail. Orders 3.1 For an Order to come into force: (a) the Customer must make a written or oral request for Products to be delivered; and (b) HH must confirm to the Customer, whether in writing or orally, that it will supply the Products requested by the Customer, and upon HH’s confirmation under this Clause 3.1, an Order will come into force between the parties. 3.2 If the parties agree that delivery or collection of the Products under an Order will be by instalments, each instalment will constitute part of a single Order and not a separate Order. 3.3 Either party may cancel an Order insofar as it relates to a particular consignment of Products by giving to the other party written notice of cancellation at least 24 hours before the due time for delivery or collection of that consignment. The parties acknowledge that this right may be exercised multiple times in relation to Orders where multiple consignments are to be delivered or collected. 3.4 Unless HH has expressly agreed otherwise in writing, then: (a) Products are not supplied on a sale or return basis; and (b) Products may not be returned to HH for credit or refund (subject to Clause 7.3). 3.5 For the avoidance of doubt, HH reserves the right to refuse to enter into any Order requested by the Customer. Delivery 4.1 If the parties have agreed that the Products will be delivered by HH (or, in the absence of any express agreement, if the Customer is a retailer customer): (a) all Products will be delivered by HH to the Customer’s premises or to such other premises as may be agreed by the parties; (b) HH will be responsible for arranging the loading, carriage, transport and unloading of the Products; (c) HH will be responsible for paying all costs relating to the loading, carriage, transport and unloading of the Products; and (d) risk in the Products will pass from HH to the Customer when the Products are delivered. 4.2 If the parties have agreed that the Products will be collected by the Customer (or, in the absence of any express agreement, if the Customer is a wholesaler): (a) all Products will be collected by the Customer or the Customer’s nominated carrier from HH’s premises upon the agreed date and at the agreed time for collection; (b) the Customer will be responsible for arranging the loading, carriage, transport and unloading of the Products; (c) the Customer will be responsible for paying all costs relating to the loading, carriage, transport and unloading of the Products; and (d) risk in the Products will pass from HH to the Customer when the Products are collected or, if the Products are not collected at or before the agreed date and time, at the agreed date and time for collection. 4.3 Any date or dates for the delivery of Products by HH agreed by the parties as part of an Order will not be of the essence of the Order. Title to Products 5.1 Legal and equitable title to the Products will pass from HH to the Customer upon the later of: (a) delivery or collection of the Products; and (b) receipt by HH of all amounts due from the Customer to HH under the relevant Order. 5.2 Until title to the Products has passed to the Customer: (a) the Customer will hold the Products as fiduciary agent and bailee of HH; (b) the Customer will: (i) store the Products in a secure, safe, dry and clean environment out of direct sunlight at 12 degrees Celsius (+/- 1 degree) and separately from other products and goods; (ii) ensure that the Products are easily identifiable as belonging to HH; (iii) not deface, destroy, alter or obscure any identifying mark on the Products or their packaging; (iv) ensure that no charge, lien or other encumbrance is created over the Products; and (v) deliver up the Products to HH upon demand. 5.3 HH shall be entitled, without further notice, to inspect or recover possession of any Products to which it retains title; and the Customer grants to HH and its employees and agents an irrevocable licence to enter at any time any premises where such Products are or may be situated for the purpose of inspecting or removing such Products. 5.4 HH may bring an action for the Prices of Products, and any other amounts due under an Order, notwithstanding that title to the Products has not passed to the Customer. 5.5 This Clause 5.5 applies if and only if HH has expressly agreed in writing that the Products are supplied on a sale or return basis. If this Clause 5.5 applies: (a) the parties shall agree a specific date and time period for the return or collection of the Products; (b) HH may require payment for Products supplied on a sale or return basis in advance of delivery or collection, or in advance of the delivery or collection of unsold Products; (c) title to each Product supplied on a sale or return basis shall remain with HH until the relevant Products is sold by the Customer to an end-customer, upon which it will pass to the Customer; (c) if the Products were originally delivered by or on behalf of HH, then the Customer must ensure that unsold Products (together with all Kegs supplied) are made available for collection from the premises to which they were delivered properly packed upon the date and within the time period referred to in Clause 5.5(a); (d) if the Products were originally collected by or on behalf of the Customer, then the Customer must ensure that the unsold Products (together with all Kegs supplied) are returned to HH’s premises properly packed upon the date and within the time period referred to in Clause 5.5(a); (e) if the Customer has paid for Products that are supplied and returned in accordance with this Clause 5.5, then HH will refund to the Customer those payments, less any deductions under Clause 5.5(f ), 5.5(g) or any other provision of these Terms; (f ) the Customer must pay HH the full price for any Products returned to HH under this Clause 5.5 that are damaged or otherwise unsaleable, and any Products that are not returned to HH upon the date and within the time period referred to in Clause 5.5(a); (g) there shall be a restocking charge of GBP 10 payable by the Customer to HH in respect of each Keg or (for bottled or canned Products) case returned to HH under this Clause 5.5; and (h) accordingly, Clauses 5.1, 8.6 and 8.7 shall not apply if Products are supplied on a sale or return basis. Customer’s obligations 6.1 The Customer will not represent to any person that it is an agent of HH. 6.2 The Customer will not take any action or do anything which would or would be likely to damage the reputation or goodwill of HH or HH’s brands or trade marks, or bring HH into disrepute. 6.3 Without prejudice to the Customer’s right to determine the retail price of the Products, the Customer must not include the Products in any special promotion or offer (including 2-for-1 offers) without obtaining the prior written consent of HH. 6.4 The Customer will not, without HH’s prior written consent, make or give any promises, representations, warranties or guarantees: (a) on behalf of HH; or (b) in relation to the Products (other than those set out in an Order in relation to the Products or otherwise mandatory under applicable law). 6.5 The Customer must comply with all applicable laws, rules and regulations relating to, and must obtain all licences, permits and approvals required in relation to: (a) the marketing, promotion, advertising and making available for sale of the Products; and (b) the distribution, sale, supply and delivery of the Products. 6.6 The Customer shall be responsible for ensuring that merchandise supplied by HH as Products is used safely and only for appropriate purposes, taking into account the type and quality of the merchandise. 6.7 The Customer shall indemnify and keep indemnified HH against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid in settlement of legal claims) arising out of: (a) any breach by the Customer of Clause 6.6; or (b) any failure of the Customer to inspect all merchandise supplied as Products in accordance with Clause 7.1. Complaints and replacements 7.1 The Customer must inspect the Products promptly upon delivery or collection, and must: (a) report any mistakes in the consignment as to Product quantity or type; (b) report any issues relating to the sell-by dates or use-by dates marked on the Products and their packaging; and (c) report any faults in the Products that would be apparent upon a reasonably thorough inspection, within 48 hours following the delivery or collection. 7.2 If any mistakes in a consignment of Products, date issues or faults in a Product referred to in Clause 7.1 are not reported in accordance with Clause 7.1, then HH may decline to issue any refunds, credits or replacements and the Customer will continue to be liable for payment of the Price in respect of such consignment and such Products. 7.3 Subject to Clauses 7.1 and 7.2, if Products do not comply with any warranty given by HH under an Order, the Customer may, with the prior agreement of HH, make those Products available for collection by HH (or if the Products were collected by the Customer, return those Products) for (at the option of HH): (a) a full credit of the Price paid to HH for such Products; (b) replacement Products; or (c) a credit note in respect of the Price of the Products, to be offset against future purchases from HH. 7.4 Products made available for collection or returned under Clause 7.3 must be properly packed and made available for collection or returned in accordance with the reasonable instructions of HH. Any Products returned in contravention of this Clause 7.4 will not be the subject of any credits or replacements and the Customer will continue to be liable for payment of the Price in respect of such Products. Kegs 8.1 HH may require the Customer to pay a deposit in respect of Kegs supplied under these Terms. The amount of the deposit shall be at HH’s discretion. HH may delay the delivery of Products until such deposit is received in cleared funds. 8.2 Legal and equitable title to Kegs will at all times remain with HH. 8.3 The Customer grants to HH and its employees and agents an irrevocable licence to enter at any time any premises where Kegs are situated, or HH reasonably suspects that Kegs situated, for the purposes of inspecting and/or recovering the Kegs. 8.4The Customer shall: (a) use Kegs only for the normal purpose for which they are designed, and only in accordance with any written and oral instructions provided or given by HH to the Customer; (b) take reasonable care of the Kegs, and store the Kegs in a secure, safe, dry and clean environment; (c) employ all reasonable security measures to ensure the security of the Kegs; (d) not make any changes or alterations to the Kegs; (e) not store anything in the Kegs, except the Products; and (f ) ensure that all persons using the Kegs are appropriately trained. 8.5 The Customer shall ensure that no charge, lien or other encumbrance (actual or purported) is created over the Kegs. 8.6 If the Customer collected the Kegs from HH, then the Customer must return the Kegs to the place from which they were collected during Business Hours within 3 months following the date of collection of the Kegs. 8.7 If the Kegs were delivered to the Customer, the Customer must make the Kegs available for collection from the place to which they were delivered within 3 months following the date of delivery of the Kegs, on such day and at such time (during Business Hours) as HH may require. 8.8 If the Customer: (a) loses or damages any Keg; or (b) fails to return or make available for collection any Keg to HH within the relevant period set out in Clause 8.6 or 8.7, then HH may deduct from the Customer’s deposit a charge of £70 plus VAT in respect of each such Keg. If the deposit held by HH is not sufficient to meet the charges under this Clause 8.8, HH shall issue to the Customer an invoice for the balance, which the Customer must pay in accordance with Clause 9.4. 8.9 Subject to any deductions made under Clause 8.8, HH shall return the deposit to the Customer within 30 days following the earlier of: (a) the return of all Kegs under the Order; and (b) the end of the relevant period set out in Clause 8.6 or 8.7. 8.10 The Customer must arrange and maintain with a reputable insurance company reasonable insurance for loss of and damage to the Kegs whilst they are in the possession of the Customer. Such insurance must cover the Kegs to their full replacement value and must at a minimum cover the following risks: theft, vandalism, accidental damage, flood and fire. Prices and payment 9.1 HH may vary its price list from time to time with or without giving notice of the variation to the Customer. 9.2 Prices for the Products shall be as set out on HH’s price list in force at the date the relevant Order is made, subject to any variations agreed by the parties in writing. 9.3 HH may issue an invoice for the Prices under an Order to the Customer at any time after the Products have been delivered to, or made available for collection by, the Customer. 9.4 The Customer will pay to HH the Prices under an invoice on or before the 20th day of the calendar month following the calendar month in which the invoice was issued. 9.5 All amounts stated in or in relation to the Agreement are exclusive of VAT, which will be payable by the Customer to HH. 9.6 Prices must be paid by debit or credit card, direct debit, bank transfer or cheque (using such payment details as are notified by HH to the Customer from time to time). 9.7 If the Customer does not pay any amount properly due to HH under or in connection with an Order, HH may: (a) charge the Customer: (i) interest on the overdue amount at the rate of 8% per year above the UK base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly and be payable on demand), or (ii) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (b) notify credit reference agencies of the failure to pay; and / or (c) withhold any or all consignments of Products due to be supplied under that or any other Order. Limitation on warranties All of the parties’ warranties and representations in respect of the subject matter of each Order are expressly contained in these Terms. Subject to Clause 11.1 and to the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of an Order will be implied into that Order. Limitations and exclusions of liability 11.1 Nothing in these Terms or any Order will: (a) limit or exclude the liability of a party for death or personal injury resulting from negligence; (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; (c) limit or exclude any liability of a party under Section 11 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; (d) limit any liability of a party in any way that is not permitted under applicable law; or (e) exclude any liability of a party that may not be excluded under applicable law. 11.2 The limitations and exclusions of liability set out in this Clause 11 and elsewhere in these Terms: (a) are subject to Clause 11.1; (b) govern all liabilities arising under the Order or in relation to the subject matter of the Order, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and (c) will not limit or exclude the liability of the parties under the express indemnities set out in the Order. 11.3 HH will not be liable to the Customer in respect of any loss of profits, income, revenue, use, production or anticipated savings. 11.4 HH will not be liable to the Customer for any loss of business, contracts or commercial opportunities. 11.5 HH will not be liable to the Customer for any loss of or damage to goodwill or reputation. 11.6 HH will not be liable to the Customer in respect of any loss or corruption of any data, database or software. 11.7 HH will not be liable to the Customer in respect of any special, indirect or consequential loss or damage. 11.8 HH will not be liable to the Customer for any losses arising out of a Force Majeure Event. 11.9 HH’s aggregate liability to the Customer under an Order will not exceed the total amount paid and payable by the Customer to HH under that Order. Force majeure. Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under an Order (other than an obligation to make payment), those obligations will be suspended for the duration of the Force Majeure Event. Order term and termination 13.1 Each Order will come into force in accordance with Clause 3, and will continue in force until the earlier of: (a) the completion of all of the following events: (i) the delivery to or collection by the Customer of all Products under the Order; (ii) the collection by or return to HH of any Kegs provided to the Customer under the Order; (iii) the receipt by HH in cleared funds of all amounts due to HH under the Order; (iv) the repayment by HH to the Customer of any deposit that is due to be repaid in respect of Kegs provided under the Order; and (v) if Clause 5.5 applies, the end of the agreed time period for the return or collection of the Products; and (b) the termination of the Order in accordance with the provisions of Clause 13.2. 13.2HH may terminate any Order immediately by giving written notice to the Customer if: (a) the Customer commits any breach of any term of the Order, or fails to pay to HH any amount due under the Order by the due date for payment; (b) the Customer commits any breach of any term of any other contract between the parties; (c) the Customer fails to accept delivery of a consignment of Products or to collect a consignment of Products on the date agreed in the relevant Order; (d) the Customer is or becomes insolvent or bankrupt, or enters into any insolvency or bankruptcy procedure or proceeding; or (e) the Customer dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs. Effects of termination 14.1Upon termination of an Order, all the provisions of that Order will cease to have effect, save that the following provisions of these Terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 5, 6, 7, 8, 9.7, 11, 14 and 16. 14.2 Termination of an Order will not affect either party’s accrued rights (including accrued rights to be paid and accrued rights to a remedy for breach of condition or warranty) as at the date of termination. Notices 15.1 Any notice given under these Terms or in relation to an Order must be in writing (whether or not described as a “written notice” in these Terms) and must be delivered personally, delivered by courier or sent by recorded signed-for post, for the attention of the relevant person and to the relevant address given below (or as notified by one party to the other in accordance with this Clause 15). HH: Unit 9A Queens yard, white post lane, London E95EN The Customer: The addressee and address set out in the Account Opening Form. 15.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below): (a) where the notice is delivered personally or by courier, at the time of delivery; and (b) where the notice is sent by recorded signed-for post, 48 hours after posting. General 16.1 No breach of any provision of an Order will be waived except with the express written consent of the party not in breach. 16.2 If any provision of an Order is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Order will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted). 16.3 Orders may not be varied except by a written document signed by or on behalf of each of the parties. 16.4 The Customer hereby agrees that HH may freely assign its contractual rights and obligations under any Order. The Customer party may not, without the prior written consent of HH, assign, transfer, charge, license or otherwise dispose of or deal in an Order or any rights or obligations under an Order. 16.5 Each Order is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to an Order are not subject to the consent of any third party. 16.6 Subject to Clause 11.1: (a) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into an Order; and (b) neither party will have any liability other than pursuant to the express terms of an Order. 16.7 These Terms and any Orders agreed hereunder will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under these Terms or in connection with an Order. Howling Hops Guarantee 1.In this Guarantee: “HH” means Howling Hops (Double heavy limited), a company incorporated in England and Wales (registration number 08956076) having its registered office at 19 New road Brighton BR1; “Customer” means [company name], a company incorporated in England and Wales (registration number [number]) having its registered office at [address]; “Guarantee” means this guarantee; “Guarantor” means [name] of [address]; “Order” means a contract between HH and the Customer for the sale and supply of products entered into under the Terms; and “Terms” means the HH terms and conditions of supply applicable to Orders from time to time. 2. In consideration of HH agreeing one or more Orders with the Customer, the Guarantor hereby unconditionally and irrevocably guarantees to HH the due and punctual performance and observance by the Customer of its obligations under any and all Orders. 3. If the Customer fails for any reason whatsoever punctually and duly to: (a) pay any amount due to HH under an Order; or (b) perform or observe its other obligations under an Order the Guarantor will cause such payment, performance or observance to occur, as if the Guarantor instead of the Customer were expressed to be primarily responsible for the payment of that amount, or the performance or observance of those obligations. 4. Nothing in this Guarantee shall affect the Customer’s obligations under any Order.