Tennent’s NI Standard Terms and Conditions of Sale
1.1 In these terms and conditions, the following expressions shall have the
following meanings:
Buyer means the person or company and, where relevant, its partners,
directors, employees, officers, agents or sub-contractors (or any person
holding themselves out as such), who makes an Order which is accepted by
Conditions of Sale means the standard terms and conditions of sale set out
in this document, as may be modified and updated by Seller from time to
Containers means all containers of whatever kind in which Goods are
supplied to Buyer and all returnable packaging of any nature, including,
without limitation, the Returnable Packaging;
Contract means each and every contract between Seller and Buyer for the
sale and purchase of Goods;
Dispense Equipment means, without limitation, all beer engines, couplers,
pumps, taps, fonts, cowls, badges, T-bars, pump clips, meters, pipes, lines,
pressurisation cooling, flash coolers (including remote chilling units) to kegs
and casks, other cooling and chilling equipment, and connectors to gas
cylinders and beer tanks and ancillary apparatus and equipment for the
dispensing of the draught Product, and stoppers, carbon dioxide tubes and
other related equipment, including chillers and cooling equipment but
excludes carbon dioxide and/or mixed gas bottles and cylinders of whatever
size and any flow regulating or monitoring systems;
Goods means all those products, which Seller agrees to supply to Buyer and
which Buyer agrees to purchase from Seller, which are the subject of a
Order means an order placed by Buyer with Seller for the supply of Goods;
Returnable Packaging means all kegs, bottles, casks, crates, pallets and
cases but excluding GKN Chep Pallets, which shall at all times remain the
property of Chep UK Limited, and excluding gas cylinders and gas
equipment, which shall at all times remain the property of the gas provider;
Seller means: Tennent’s NI Limited, a subsidiary of C&C Group plc,
registered in Northern Ireland under number R000299 whose registered
office is at 15 Dargan Road, Belfast, BT3 9LS (and, where relevant, its
agents or sub-contractors), as the context requires.
2.1 Save to the extent that a formal written supplemental agreement signed by
Seller’s duly authorised representative expressly amends these Conditions
of Sale, these Conditions of Sale shall exclusively govern all Contracts and
shall supersede, override and exclude Buyer’s purported terms of business
or any other terms of business wherever stipulated or incorporated or
referred to, whether in Buyer’s order or in any negotiations or course of
dealing established between Seller and Buyer, including any purported
acceptance thereof by Seller’s servants or agents.
2.2 All Goods are offered for sale on the terms and conditions set out in these
Conditions of Sale and are offered subject to availability.
2.3 Each Order shall be deemed to be an offer by Buyer to purchase Goods
solely on the terms and conditions of these Conditions of Sale. Accepting
delivery of Goods is deemed to be acceptance of these Conditions of Sale.
2.4 Buyer shall not rely upon and, except in the event of fraud, Seller shall have
no liability for any representation made: (i) by it, its servants or agents to
Buyer; and/or (ii) in any promotional literature or otherwise. Any
typographical, clerical or other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice or other documentation or
other information issued by Seller shall be subject to correction without any
liability on the part of Seller.
2.5 All descriptions and illustrations contained in any catalogues, price lists or
otherwise communicated to Buyer are for illustrative purposes only and are
intended merely to represent a general idea of the relevant Goods. No such
descriptions and/or illustrations contained in any catalogues, price lists or
otherwise shall form any part of a Contract.
2.6 If any part of these Conditions of Sale is judged by any court in a competent
jurisdiction to be invalid or unenforceable, the remaining part or parts thereof
shall continue in full force and effect.
3.1 No Order shall be deemed accepted by Seller until the Order is confirmed as
accepted to Buyer by Seller’s authorised representative in writing (which, for
the purpose of this paragraph 3.1, shall include confirmation by email or fax)
or (if earlier) Seller delivers the Goods to Buyer. Buyer shall be responsible
for ensuring the accuracy of any Order it submits and any Order
acknowledgement it receives.
3.2 Seller will only accept Orders for such minimum quantities of Goods as it
may specify from time to time at its absolute discretion.
3.3 Seller may vary the specification of any Goods without notice.
3.4 Goods are not supplied on sale or return or by way of consignment. Once
an Order is accepted by Seller in accordance with the provisions of
paragraph 3.1 of these Conditions of Sale, Buyer shall have no right to
cancel the Order or, following delivery, return the Goods (except where
4.1 Seller reserves the right, at any time, to change the price of Goods
offered for sale.
4.2 Prices stated are exclusive of: (a) delivery charges; and (b) all import, excise
and customs duties, levies and all value tax and sales taxes, all of which
shall be payable in addition at the rate in force at the invoice tax point date
and shall be the sole liability of and shall be paid by Buyer to Seller against
delivery of a valid invoice, whenever issued.
5.1 Seller shall determine the method, date and time of any delivery.
5.2 Any delivery dates given by Seller are estimates only. Buyer may cancel any
item not delivered two weeks after the estimated delivery date.
5.3 The time of delivery shall not be of the essence of any Contract. In no
circumstances shall Seller be liable to compensate Buyer for non-delivery,
early delivery or late delivery of the Goods or for any loss or damage arising
therefrom or for any failure to deliver the Goods promptly or at all.
5.4 Seller shall be entitled to deliver Goods in one or more instalments. Each
such instalment shall constitute a separate Contract. Any failure by Seller to
deliver any one or more of the instalments, or any claim by Buyer in respect
of any one or more instalments, shall not entitle Buyer to treat the Contract
as a whole as repudiated.
5.5 Where Seller has been unsuccessful in effecting delivery of Goods ordered
for any reason Seller may (at its sole discretion):
5.5.1 store the Goods until actual delivery and charge Buyer for reasonable costs
(including insurance) of storage and any additional costs of carriage
incurred; and/or
5.5.2 sell the Goods at the best price readily available and charge Buyer for any
shortfall below the price achieved and the price under the Contract together
with all storage and sale related expenses (less any payment made by
5.6 Seller may during any periods of shortage due to causes beyond its control
supply Goods among its customers (including Buyer) in such a manner and
proportions as it deems to be equitable in its sole judgment and without
liability therefor.
6.1 Buyer shall inspect the Goods immediately on receipt thereof and shall
within 3 working days notify Seller of any immediately apparent
damage to, or shortage of, Goods.
6.2 If Buyer fails to give notice as above Buyer shall be deemed to have
accepted the Goods accordingly and the Goods shall be presumed to
be in all respects in accordance with the relevant Order.
6.3 Following the giving of notification by Buyer to Seller pursuant to paragraph
6.1 of these Conditions of Sale, any affected Goods shall be held by Buyer,
without cost to Seller, awaiting Seller’s instructions, and Buyer shall allow
Seller’s representatives full access at any time during working hours to
examine the affected Goods and Buyer must provide for inspection all
relevant packaging, endorsements and delivery documents.
6.4 If Buyer establishes to Seller's reasonable satisfaction that the Goods are
defective, Buyer's sole remedy shall be limited to the return of the Goods
and credit of any payment and Buyer shall be credited accordingly. Seller will
not give Buyer credit for the return of any Goods where the “Best before
Date” of those Goods has subsequently passed or is approaching; or which
have been altered, tampered with, price marked or disfigured in any way.
7.1 Risk of loss or damage to the Goods shall pass to Buyer at the time of
7.2 Buyer shall insure the Goods with a reputable insurer from the point at which
risk passes to Buyer until payment is made to Seller for their full value.
Goods shall be insured for their full value against all liabilities pursuant to
these Conditions of Sale, to the satisfaction of Seller and Buyer shall
produce evidence of such insurance upon the request of Seller.
7.3 The Goods shall remain the sole and absolute property of Seller and
title in the Goods shall not pass to Buyer until such time as Buyer shall
have paid to Seller (or its agent) the full price of the Goods, together
with all other monies owed to Seller pursuant to any other contractual
arrangement between Buyer and Seller, and until that time Buyer
acknowledges that he is in possession of the Goods solely as trustee
in a fiduciary capacity for Seller, and:
7.3.1 Buyer shall at its own cost procure that the Goods are stored in good
condition, and kept identifiably separate whether on Buyer’s or third party
7.3.2 Buyer may sell the Goods in the ordinary course of business provided
always that Buyer shall hold in trust and pay to Seller on demand the
proceeds of any such sale to the extent that any monies are owed by Buyer
to Seller on any account (Buyer shall not be the agent of Seller in relation to
any such resale) but shall not otherwise (and shall not purport to) sell,
mortgage, encumber or part with possession of the Goods or allow any lien
or encumbrance to arise over them.
7.4 Buyer grants Seller an absolute right of access to enter Buyer’s or third party
premises where Goods are stored, without notice to Buyer in order to permit
Seller to inspect, audit, collect and/or repossess the Goods.
7.5 If Buyer breaches any of these Conditions of Sale, then the right of Buyer to
sell the Goods belonging to Seller will immediately cease. In the event of
such breach, Buyer shall (at its cost) deliver the Goods to Seller and Buyer
shall procure that Seller shall (without prejudice to any other rights) have the
right to enter any place where the Goods may be stored and repossess and
use the Goods.
8.1 Goods are supplied on the condition that they will only be re-sold in good
condition in, or from, Containers with labelling exactly as supplied by Seller.
8.2 Buyer shall only resell Goods at its premises or such other place of business
of Buyer as have been previously approved in writing by Seller. Buyer shall
not resell or dispose of Goods other than to its retail customers in the normal
course of Buyer’s business, unless the express consent of Seller has
previously been obtained.
8.3 It shall be the responsibility of Buyer to ensure that the Goods:
8.3.1 are rotated so that the oldest are sold first and in any event before the
“Best before Date” which is marked on their respective Containers;
8.3.2 until resold, remain in the Containers in which they are supplied and all
labels, names, barcodes, reference marks and numbers and instruction
are not removed, altered or covered at any time;
8.3.3 are stored and sold in compliance with the requirements of all
governmental and competent bodies relating to the sale and storage of
such Goods and in accordance with any reasonable instructions provided
by Seller.
9.1 The Goods are sold subject to payment (for which time shall be of the
essence). Seller may invoice Buyer for the Goods on or at any time after
notice by Seller to Buyer that the Goods (or any instalment thereof) are
ready for despatch from its premises (and any such invoice shall be deemed
to be notice thereof).
9.2 Buyer shall pay each invoice on or before the last Business Day of the
week following the week in which the invoice to Buyer is dated.
9.3 Notwithstanding any provisional credit advanced to Buyer pursuant to
paragraph 10.2, Seller may at any time at its sole discretion demand
payment in cash on delivery and Seller shall not be bound to give up
possession of or deliver the Goods until it has received payment.
9.4 Buyer shall pay the full amount invoiced to it by Seller on the due date by
way of cleared funds and free of all deductions and/or any set off or
counterclaim which Buyer may have or purport to have by way of direct debit
payments. Buyer must complete a direct debit instruction authorising Seller
to deduct payment from Buyer’s bank account for Goods which become due
for payment. .
9.5 All invoices shall be paid in the currency stated on the invoice. In the event
that Buyer purports to pay for the Goods in any other currency, Seller may in
its discretion accept such payment and Buyer shall indemnify Seller against
any loss on currency conversion and all currency transaction charges.
10.1 Buyer hereby agrees and acknowledges that: (i) Seller shall be entitled to
make any credit reference or other enquiries relating to Buyer that Seller
considers appropriate; and (ii) details of how Buyer conducts its account with
Seller may be recorded with a credit reference agency and may be shared
with other suppliers and creditors for the purpose of assessing further
applications for credit by Buyer and for debt tracing and fraud prevention.
10.2 Any provisional credit allowed to Buyer shall be subject to the
creditworthiness of Buyer being established to Seller’s satisfaction in
accordance with paragraph 10.1. If Seller, at its sole discretion, is not
satisfied as to Buyer’s creditworthiness at any time, Seller reserves the right
to withdraw any such provisional credit and impose credit terms acceptable
to Seller or to close Buyer’s account without notice, including the right to
demand immediate payment of all sums then outstanding by Buyer to Seller.
10.3 If Buyer’s payment is overdue, Seller has the right to:
10.3.1 charge Buyer interest on all sums due in accordance with the Late
Payment of Commercial Debts (Interest) Act 1998 from the date of due
payment until the date of actual payment including any period after the
date of any judgment;
10.3.2 upon an account being passed to debt collectors for collection, levy an
additional collection charge of 5% on such accounts of Buyer in addition
to any interest and legal charges payable; and
10.3.3 immediately terminate all Contracts with Buyer.
10.4 Buyer shall indemnify Seller against all costs, expenses (including legal
expenses) and losses incurred by Seller in recovering any unpaid sum or
recovery of any Goods.
10.5 If any cheque or direct debit due by Buyer to Seller is dishonoured, Seller
may also levy a reasonable charge against Buyer's account to cover bank
and administrative costs.
10.6 The failure of Buyer to pay any part of the price of the Goods when due shall
entitle Seller to:
10.6.1 treat such failure as a repudiatory and/or material breach of the whole
Contract which shall entitle the Seller to rescind the Contract and to
recover damages for such breach of Contract;
10.6.2 suspend further deliveries of Goods to Buyer, until payment is received in
10.6.3 immediately remove, cancel or withdraw any discount, incentive or benefit
(including on any other orders placed by Buyer) and re-invoice Buyer for
the Goods at the full price stated in its then current price list (any discount
from the list price is given on the basis that payment is made on or before
the date specified); to set off the amount of any unpaid invoice for the
Goods against any discount, incentive or benefit accrued or accruing due;
and to demand the immediate repayment of any discount, incentive or
benefit received by Buyer during the 12 month period immediately
preceding such breach (whether remedied or not) and which Buyer
hereby agrees to repay; and
10.6.4 enter on to Buyer’s premises to retrieve any Goods in respect of which
title has not passed to Buyer.
10.7 Notwithstanding any credit period allowed by Seller, the whole of the price of
all Goods bought or agreed to be bought by Buyer shall fall due and payable
without demand immediately on the happening of any of the following
10.7.1 any threat or refusal by Buyer to pay any sum due to Seller on the due
date for payment;
10.7.2 if Buyer ceases or threatens to cease carrying on its business or Buyer
becomes apparently insolvent or is deemed unable to pay its debts within
the meaning of Articles 103 or 242 of the Insolvency (Northern Ireland)
Order 1989 and/or is unable to or admits in writing its inability to pay its
debts as and when they fall due;
10.7.3 the commission by Buyer of an act of bankruptcy or insolvency;
10.7.4 the commencement of any legal proceeding or the taking of any steps
(including, without limitation, the making of an application or the giving of
any notice) for the winding-up, liquidation, bankruptcy, dissolution,
reorganisation or insolvency or other similar process of Buyer or for the
appointment of any administrator, administrative receiver, liquidator,
receiver, trustee in bankruptcy or similar official of the Buyer or any of its
revenues or assets in any jurisdiction or Buyer seeking, declaring or
becoming entitled to any moratorium on the payment of its debts;
10.7.5 if Buyer convenes a meeting or takes any steps for the purpose of making
an arrangement or composition for the benefit of its creditors (including,
without limitation, signing a trust deed); or
10.7.6 the levying or threat of execution of any distress or diligence on any asset
of Buyer or a third party encumbrancer or landlord taking possession of
any of the revenues or assets of Buyer for non-payment or otherwise or
any security created by Buyer becoming enforceable.
10.8 The Seller shall be entitled to treat the happening of any of the events
detailed in paragraph 10.7 as a repudiatory and/or material breach of the
whole Contract which shall entitle the Seller to rescind the Contract and to
recover possession of the Goods belonging to the Seller and damages for
such breach of Contract.
11.1 Seller reserves the right to require confirmation of the identity of Buyer in
accordance with the requirements of the Money Laundering Regulations
2007 as amended (or similar type legislation in any applicable jurisdiction)
and to withhold Goods until receipt of such confirmation.
11.2 Seller reserves the right at any time to refuse cash payments and will not in
any event accept cash payments of £5,000 or more (or the equivalent in any
other currency).
12.1 All Returnable Packaging, Dispense Equipment and Containers supplied by
Seller to Buyer shall remain the property of Seller or its contractor but shall
be at Buyer’s risk and Buyer shall hold all such Returnable Packaging,
Dispense Equipment and Containers on trust for the Seller and shall not sell,
assign, pledge, charge, underlet or in any way part with possession of any of
it. Buyer hereby grants to Seller an irrevocable right of access to Buyer’s
premises at reasonable times and intervals and after giving reasonable
notice for the purpose of inspecting, auditing and/or removing any
Returnable Packaging, Dispense Equipment and Containers. Buyer shall
return all Dispense Equipment to Seller immediately on request or, in the
case of Returnable Packaging and Containers, immediately and no later than
two (2) months from the date of delivery.
12.2 Buyer shall be responsible for all loss and theft of and damage to all
Returnable Packaging, Dispense Equipment and Containers. Where the
Returnable Packaging, Dispense Equipment or Containers is lost, damaged
or stolen, or if Buyer fails to return any Returnable Packaging, Dispense
Equipment or Containers in a like-for-like state, or at all, Seller shall be
entitled to charge Buyer and Buyer will, on demand, pay to Seller the cost of
replacement as new.
12.3 Seller shall be entitled to levy a deposit charge from time to time in respect of
Returnable Packaging, Dispense Equipment and Containers. Credit against
any such deposit levied will be given for the return in good condition of the
12.4 It is the responsibility of Buyer to ensure that returned Returnable Packaging,
Dispense Equipment and Containers are noted on each related delivery
note. Buyer's signature on the delivery note or its affirmation or payment of
any invoice shall be conclusive evidence that it agrees the accuracy thereof.
12.5 In no circumstances shall Buyer remove the Dispense Equipment from an
establishment to which it has been supplied or move it to another part of the
establishment except with the approval of and under the control of Seller.
Buyer shall not permit or suffer any third party to remove, repair or modify in
any way Dispense Equipment supplied by Seller, except with the express
authority of Seller.
12.6 Buyer shall be obliged to arrange and supply electricity for Dispense
Equipment where necessary. Buyer shall ensure that Dispense Equipment
supplied to or under the charge of Buyer is maintained in good repair and
condition, is kept in accordance with all relevant safety standards and
instructions, is insured with a reputable insurer from the time of delivery in
the name of and for the benefit of Seller and is returned to Seller when no
longer used by Buyer with Seller’s products supplied hereunder.
12.7 Dispense Equipment supplied by Seller is not compatible with equipment of
other product suppliers and must not be interchanged with any such
equipment. The only products which may be dispensed through Dispense
Equipment provided by Seller shall be those draught products supplied by
Seller for which the Dispense Equipment was installed. In the event that
products not supplied by Seller are dispensed through such Dispense
Equipment, Seller shall be entitled to remove such Dispense Equipment or
charge for its use.
12.8 Seller will not accept any liability whatsoever for loss, damage, nor (except
arising out of Seller’s negligence) death or injury arising directly or indirectly
out of any interchange or attempted interchange of Seller’s Dispense
Equipment with equipment of other product suppliers and Buyer will
indemnify Seller against: (i) any loss suffered by Seller; and (ii) any action,
claim, demand or proceeding against Seller arising out of any such
interchange or attempted interchange.
12.9 Buyer shall comply with Seller’s reasonable guidelines as to storage,
handling and dispensing of the Goods from time to time.
12.10 Any point of sale material supplied by Seller is for use by Buyer for business
purposes relating to the Goods only and is returnable on demand by Seller.
12.11 If Seller has consented to Buyer on-supplying Goods to 3rd party customers
of Buyer, then, without prejudice to the foregoing provisions of paragraph 12
of these Conditions of Sale, Buyer shall procure that all Returnable
Packaging, Containers and (if applicable) Dispense Equipment relating to
such Goods are supplied by Buyer to 3rd party customer on the same terms
as those set out in paragraph 12 of these Conditions of Sale.
13.1 These Conditions of Sale set out Seller's entire liability in respect of the
13.2 Seller's liability under these Conditions of Sale or otherwise shall be in
lieu and to the exclusion of all other warranties, conditions, terms and
liabilities express or implied, statutory or otherwise in respect of the
quality or the fitness for any particular purposes of the Goods or
services or otherwise, notwithstanding any advice or representation to
Buyer, all liability in respect of which, howsoever arising, is expressly
excluded, except as provided in paragraph 13.5 of these Conditions of
13.3 Seller shall under no circumstances whatever be liable to Buyer,
whether in contract, delict or tort (including negligence), breach of
statutory duty, or otherwise, for any loss of actual or anticipated profit,
loss of business, loss of contracts, loss of revenues, loss of
anticipated savings, depletion of goodwill or for any special, indirect or
consequential damage of any nature whatsoever, howsoever arising.
13.4 Seller’s liability (whether in contract, delict or tort (including
negligence), breach of statutory duty, or any other form of action) for
losses or damage whether direct or (without prejudice to paragraph
13.3 of these Conditions of Sale) indirect, foreseen, foreseeable or
known, however arising shall, except as provided in paragraph 13.5 of
these Conditions of Sale, be limited to the price paid by Buyer
(exclusive of all charges and taxes referred to in paragraph 4.2 of these
Conditions of Sale) to Seller for the Goods that are the subject matter
of Buyer’s claim.
13.5 Nothing contained in these Conditions of Sale shall restrict or exclude
Seller’s liability: (i) for death or personal injury caused by Seller’s
negligence; (ii) under Part 1 of the Consumer Protection Act 1987 or
section 12 of the Sale of Goods Act 1979 (as amended); (iii) for
fraudulent misrepresentation; or (iv) for other liability that cannot be
excluded under applicable law.
13.6 The parties agree that the exclusions and limitations of liability
contained in this paragraph 13 are fair and reasonable in the light of the
Goods or services to be provided and the prices payable by Buyer.
13.7 Subject to paragraph 13.5, but save as expressed herein, Seller shall
not be under any liability howsoever arising in respect of any claim,
action or proceedings brought by Buyer later than 2 years following the
date the cause of action arose.
13.8 Seller shall be under no liability to any purchaser of the Goods from
Subject to paragraph 13.5 of these Conditions of Sale, Buyer shall indemnify
Seller in respect of all damage, injury or loss occurring to any person or
property and against all actions, suits, claims, demands, charges or
expenses in connection therewith arising from the condition or use of the
Goods (or, where relevant, the provision of the services) in the event and to
the extent that the damage, injury or loss shall have been occasioned partly
or wholly by the act, omission, negligence or carelessness of Buyer or its
servants, agents or by any breach by Buyer of its obligations to Seller
15.1 In the event of a product recall, and if required by Seller, Buyer will enforce
Seller’s procedures (as notified to Buyer) covering product recall, and will
cooperate with Seller to ensure that the product recall is dealt with promptly
and effectively.
15.2 Buyer will immediately report to Seller any defect or possible defect in the
Goods which Buyer should reasonably be aware of, to ensure the safety of
Buyer’s customers.
Any notice given under the Contract shall be in writing in English and shall
be sent by pre-paid ordinary post (airmail if to an address outside the country
of posting) or personal delivery to the registered office or principal place of
business of the recipient, for the attention of the Legal Department, or such
other address as may be notified by a party hereto to the other party hereto
in writing. Any notice given according to the above procedure shall be
deemed to have been given at the time of delivery, if delivered by hand, or
three working days from the date sent, if sent by post.
Neither party hereto shall be liable for any failure or delay in the performance
of its obligations under the Contract (other than an obligation to pay any
sums due under the Contract) which is caused by circumstances beyond its
reasonable control.
All intellectual property rights in the Goods shall remain the property of Seller
or its licensors. Buyer shall not acquire any intellectual property rights,
whether by licence or otherwise, relating to the Goods in any way and may
not copy or imitate the Goods or do or omit to do, or permit any third party to
do or omit to do, anything which may damage such intellectual property
rights in any way.
These Conditions of Sale, the Contract, and any dispute or claim arising out
of or in connection with it or its subject matter or formation (including noncontractual
disputes or claims), shall be governed by, and construed in
accordance with, the laws of Northern Ireland, and the parties irrevocably
submit to the non-exclusive jurisdiction of the Northern Ireland courts.
The Seller shall process the Buyer’s personal data in accordance with its Privacy Notice available at https://tennentsnidirect.co.uk//contentpage/privacy-notice