AFFINITY DRINKS, SL, (" the Company") and the “Supplier” for requests and offers of goods ("Products").
The legal relationship between the parties is governed by this single contract. This contract is the only valid between the parties and supersedes any previous agreement or commitment on the same object, whether written or verbal. Equally, this may only be amended by the signed agreement of both parties. These Conditions shall apply to all of the Company’s purchases and no variation of these Conditions shall have effect unless expressly agreed in writing and signed by a director of the Company. The Supplier acknowledges that it has not relied on any statement, promise or representation made or given by, or on behalf of, the Company, which is not set out in the Conditions or in writing and expressly confirmed by the Company. These Conditions do not constitute an offer for purchase.
1 PRICES AND AVAILABILITY
1.1. All prices quoted by the supplier do not include VAT and changes are not accepted by the Company once a purchase order has been submitted by the company.
1.2. Where applicable, duty and taxes will be charged at rates prevailing at the time of dispatch.
1.4. In the event that the Supplier has to deliver an order for a product of a specified vintage and sufficient quantities of the product of such vintage are not obtainable to fulfil the order, the Company reserves the right to cancel the order.
1.5. Supplier shall set forth on each invoice the Purchase Order number supplied by the company.
1.6. Binding contractual obligation will not be created until the Company sends a formal purchase order, which may be per email, or on dispatch of the goods.
2.1. All products must be delivered as specified in the purchase order. In absence of specific instructions shipment shall be routed via the most economical mode of commercially reasonable transportation available.
2.2. Time is of the essence with respect of the delivery. Supplier must immediately advise the Company if any product cannot be delivered as ordered.
2.3. Partial, late, early or excess shipments may cause a purchase order cancelation unless accepted in writing by the company. If a partial, late, early or excess shipment occurs the supplier will be liable for all the costs originated by the situation.
3 RISK AND OWNERSHIP OF GOODS
3.1. Incoterms 2000, will govern risk and ownership transference.
4. COMPLIANCE WITH ORDER AND CLAIMS
4.1. Upon delivery of the Goods, the company reserves the right to reject any products that it deems non-conforming, defective, unsafe, unfit, in excess of the purchase order or in any other way unsuitable for its purposes. The Company reserves the right to require replacement of rejected products as well as payment of damages at supplier's expenses.
4.2 Supplier shall indemnify, defend and hold harmless the company from and against any and all claims, damages, fines, costs and expenses (including, without limitation, legal expenses) attributable to supplier's products or any wilful misconduct or negligence of the supplier or an authorized supplier's representative. Such indemnification obligations shall survive the cancellation or expiration for the purchase order.
4.3. The Supplier does not limit or exclude it’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
5. FORCE MAJEURE
5.1. Force majeure shall include all events beyond the Company’s reasonable control, including without limitation, fire, war, riots, civil disturbances, local or national strike, missing, lack of labour and/or fuel, restriction of trade or currency, government intervention, etc. The Company shall be under no obligation to notify the Supplier of the occurrence of the force majeure circumstances.
5.2. If performance of the Company’s obligations is delayed or hindered by circumstances amounting to force majeure, the Company’s duty to perform its obligations shall be suspended for as long as those circumstances continue and the time for such performance shall be extended accordingly. If performance of the Company’s obligations becomes uneconomic or impossible due to circumstances amounting to force majeure, the Contract shall be cancelled and the Company and the Supplier returned as closely as may be reasonably achieved to the positions in which they were before the Contract.
5.3. If the circumstances giving rise to force majeure continue for of six months, then either the Company or the Supplier can terminate the Contract without liability to the other.
6.1. Payment for the Goods is due according to the agreed terms between the Company & the Supplier. Without prejudice to its other rights and remedies the Company reserves the right to withhold payments and to suspend any further payment in the event that deliveries are overdue. In the event that deliveries remain outstanding, the Company may, without prejudice to its other rights and remedies, cancel the order without prejudice to its right to collect all money already paid to the supplier.
7.1. Each party to the Contract shall keep strictly confidential all information concerning the business and affairs of the other obtained from the other either pursuant to the Contract or prior to and in contemplation of it, shall use the same exclusively for the purpose of the Contract, and shall disclose the same only to those of its directors and employees to whom and to the extent that such disclosure is reasonably necessary for the purpose of the Contract. Supplier shall not transfer or otherwise disclose confidential information to any third party, unless accepted in writing by the company.
8.1. If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
8.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified the pursuant to this provision to the party giving the notice. If such written notice is given by facsimile transmission, a copy of that notice must be sent as soon by post as is reasonably possible after such transmission.
9. APPLICABLE LAW AND VALIDITY; WAIVER
9.1. The contract shall in all respects be governed by, and construed in accordance with Spanish law and shall be subject to the non-exclusive jurisdiction of the Spanish courts. Any provision hereof which is void or unenforceable under any applicable law shall be deemed severed rom the Contract to the extent of such invalidity or unenforceability and shall not affect the enforceability of any other provision of the Contract.
9.2. Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other will not be deemed a waiver of any subsequent breach or default and will in no way affect the enforceability of other terms of the Contract.