Sellar Distribution Terms and Conditions

Suppliers should read these terms carefully before using Sellar Distribution. By using Sellar Distribution the Supplier is agreeing to these terms.

Definitions

Terms used in these Conditions have the following meanings:

“Additional Party” means any employee, agent or sub-contractor of the Company, or anyone entitled to an indemnity, reimbursement or contribution from the Company in respect of a claim by an Interested Party.

“Company” means Sellar Distribution, the party agreeing to provide the services and/or items under the contract.

“Supplier” means the brewery, drinks producer or other business engaging Sellar Distribution to collect and deliver Goods on its behalf.

“Date” means the 10th working day after the relevant notice is actually received by the Company.

“Effective Time” means the time at which the employment of any person (or liabilities relating to that person) are transferred to the Company under TUPE.

“Employee” means a person employed or previously employed by the Transferor and who is, or whose rights are affected by the TUPE Transfer.

“Goods” means goods (including any associated documents, packaging and equipment) to which the contract relates or which are in the possession of the Company.

“Interested Party” means the Supplier and/or anyone with an interest in the Goods; any obligation of the Interested Party is borne jointly and severally.

“Limit” means a limit per tonne gross weight of that part of the Goods in respect of which a claim arises.

“Loss” includes (without limitation) loss (including theft), destruction, damage, unavailability, contamination, deterioration, delay, non-delivery, mis-delivery, unauthorised delivery, non-compliance with instructions or obligations, incorrect advice or information, loss or corruption of data, interference with or disruption of computer systems, breach of duty; and any event giving rise to any liability of an Interested Party to any other person or authority.

“Officer” includes a Director, Company Secretary, Partner, or member of an LLP

“Subcontractor” means a party engaged at the behest of the Company to perform some or all of the Company’s obligations.

“Transferor” means a transferor as defined by TUPE.

“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006.

“TUPE Transfer” means a situation where the Company is a transferee as defined by TUPE as a result of providing services to or for the benefit of the Supplier (or intending to do so).

“Working Day” is defined as Monday to Friday excluding weekends.

The Company’s Obligations 

1.1. The Company will provide its services with reasonable skill and care. In the absence of prior written instruction to the Company giving sufficient warning and detail, no particular precautions nor any special treatment need be taken or provided for the Goods.

1.2. In the case of carriage the Company’s responsibility for the Goods starts when loading on the vehicle is complete and ends when the Goods are tendered for unloading. In the case of storage and / or processing it starts when they are accepted into a depot and ends when they are tendered for delivery/collection, or the Company becomes aware of the grounds for their removal under instruction from the supplier.

1.3. Where the Company provides storage and carriage it shall also be responsible for the Goods while they are transferred from its vehicle into its store and vice versa.

1.4 Delivery dates and delivery windows are estimates only and time shall not be of the essence

1.5 Electronic proof of delivery, photographic evidence, GPS tracking data or an authorised signature shall constitute conclusive evidence that delivery has taken place.

1.6 The Company accepts no liability arising from incorrect order information such as quantities, descriptions, customer details, delivery instructions or addresses supplied by the Supplier.

Suppliers Undertakings

2.1. It is a condition of the contract, and the Supplier warrants and undertakes, that:-
2.1.1 It is either the owner of the Goods, or is authorised by the owner to accept these Conditions on the owner’s behalf.

2.2 The Goods shall be presented to the Company (and/or anyone else dealing with them) securely and properly packed in compliance with any applicable statutory regulations, recognised standards and good practice and are and will remain in a condition to be safely handled, stored and/or carried and so as not to cause injury, damage, contamination or deterioration (or the possibility of them) to any person, premises, equipment or to any other items in any way.

2.3 Before the Company assumes any responsibility for or by reference to the Goods, the Supplier will inform the Company in writing of any relevant matters; including any special precautions necessitated by the nature, weight or condition of the Goods and any statutory or other duties specific to the Goods with which the Company or others may need to comply; and will promptly after invoicing pay the Company’s reasonable extra charges for complying.

2.4 The Supplier warrants that all Goods supplied are correctly labelled, packaged and fit for transportation in accordance with all applicable food safety, product safety and excise legislation. The Company shall not be liable for any deterioration arising from inadequate packaging or defects in the Goods supplied.

Insurance and the Company’s Liability/Claims Procedure

3.1 Unless expressly agreed, the Company does not insure the Goods and the Supplier shall self-insure or make arrangements to cover the Goods against all insurable risks to their full insurable value (including all duties and taxes). The insurance referred to in Condition 3.5 is insurance against the Company’s potential liability for breach of its obligations and not to cover the Goods themselves against loss, damage, etc .

3.2 Subject to Condition 3.3, the Company shall have no liability for Loss however arising.

3.3. If and to the extent that Loss is directly caused by negligence or wilful act or default of, or breach of duty by, the Company, its employees (acting in furtherance of their duties as employees) or sub-contractors or agents (acting in furtherance of their duties as sub-contractors or agents) and subject to Conditions 3.4, 3.7 and 3.8, the Company will accept liability for Loss assessed on normal legal principles but not exceeding the Limit fixed by Condition 3.6. Any quantification of amount or value includes duties and taxes.

3.4 In no case shall the Company be liable for any lost profit, income or savings, wasted expenditure, liquidated damages payable by or on behalf of the Supplier, or indirect or consequential loss.

3.5 The Supplier may specify the Limit as an amount (in Sterling) per tonne weight of the Goods by notice in writing stating the Limit and the nature and maximum value of the Goods, including duty and taxes. The Limit nominated by the Supplier shall apply in respect of any cause of action arising after the Date for so long as the nomination remains in effect. It is a condition of the contract that the Supplier pays within 7 days of receipt the Company’s invoices for its costs in insuring against its potential liability up to the Limit, and/or to the extent that the Company elects to carry the risk itself, its extra charge equivalent to the estimated or likely cost of such insurance.

3.6 If the Company having made reasonable efforts is unable to obtain insurance on reasonable terms to cover its liability up to the Limit nominated by the Supplier, or if the Supplier has not yet paid any invoice issued under Condition 3.5 , the Company may give 3 working days written notice, and the Limit for causes of action arising after expiry of the notice shall be £100 sterling per tonne weight of the Goods. Unless and until a higher Limit has been fixed under Condition 3.5 and continues in effect, the Limit shall be £100 sterling per tonne.

3.7 The Company shall not be liable for any claim unless it has received written notice of visible damage within 24 hours, concealed damage within 7 days coming to the knowledge of the Supplier or consignee; and it has received, within 10 days of the event coming to the knowledge of the Supplier or consignee sufficient detail in writing to enable investigation. No claim shall be processed after this time period. In the case of failure to deliver, time shall run from the first working day after the expected date of delivery.

3.8 The Company shall not be liable for any Loss to the extent that it is caused or contributed to by a breach of any of the Suppliers obligations, or by a person for whom the Company is not responsible, or by any of the circumstances by virtue of which the Company is relieved of its obligations under Condition 6.

Sub Contractors

4.1 The Company shall be entitled to sub-contract on reasonable or industry standard terms all or any part of its obligations and in this event these Conditions shall continue to apply as between the Company and the Supplier.

Charges, Payments, and Lien

5.1 The Company’s charges are subject to VAT and may be increased by prior notice to the Supplier. The notice shall be at least 21 days. If the Supplier does not agree to the increase it shall notify the Company in writing. Should the Company be storing Goods, the Goods will be removed within 21 days after receipt of the Company’s notice. The Company has the right to charge for storage of the Goods for so long as it has custody of them.

5.2 The Supplier will pay demurrage at the Company’s standard rate for waiting time in excess of 30 minutes at either collection or delivery.

5.3 The Supplier will pay for cancelled collections at their standard delivered rate if the vehicle collection is refused after the Company’s vehicle has arrived on site at the Suppliers premises.

5.4 Re deliveries to Suppliers customers / consignees will be charged at the Suppliers standard delivered rate.

5.5 Interest shall accrue on all overdue sums at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate.

5.6 The Company shall have a general and particular lien on the Goods (and any associated documentation or records) as security for payment of all sums (whether due or not) claimed by the Company from, or actually or prospectively payable to the Company by the Supplier or another Interested Party on any account (relating to the Goods or not), or otherwise claimed in respect of the Goods or other property of an Interested Party. Storage shall be charged for any goods detained under lien.

5.7 Where delivery cannot be completed because the consignee is unavailable, refuses delivery or suitable access cannot be obtained, the Company may return the Goods, store them or attempt redelivery, and the Supplier shall be liable for all associated costs.

Removal and Disposal of Stored Goods

6.1 The Goods shall be removed by the Supplier at the time agreed between the parties. The Company may at any time by notice in writing to the Supplier require the removal of the Goods within 14 days from the date of such notice.

6.2 Where the Supplier fails to comply with Condition 6.1, or any payment from the Supplier is overdue, the Company may, without prejudice to its other rights and remedies against the Supplier, notify the Supplier in writing that the Goods may be sold or otherwise disposed of if such payment is not made within 14 days from the date of such notice (or if applicable such Goods are not removed within the time stipulated by the Company). On expiry of the period, if such payment has not been made (or if applicable the Goods have not been so removed) the Company may surrender, sell or otherwise dispose of the Goods or any part at the Suppliers entire risk and expense by an appropriate method at such price as it considers appropriate, and any proceeds of sale or disposal shall be remitted to the Supplier after deduction of all expenses and all amounts claimed by the Company and any assignee of its invoices. The Company shall not be liable for any alleged failure to achieve a sufficient sale price for the Goods.

Termination

7.1 Either Company or Supplier can end the agreement with 30 days written notice, immediate termination for insolvency, immediate termination for material breach, immediate termination for persistent late payment.

Force Majeure

8.1 The Company shall be relieved of its obligations to the extent that their performance is prevented or delayed by, or their non-performance results wholly or partly from, the act or omission of the Supplier or its agent or an Interested Party (including any breach by the Supplier of these Conditions) or by storm, flood, fire, explosion, civil disturbance, governmental or quasi-governmental action, breakdown or unavailability of premises, equipment or labour, pandemics, cyber attacks, fuel shortages, road closures, strikes, adverse weather or other causes beyond the reasonable control of the Company.

TUPE

‍9.1. Where there is a TUPE Transfer, the Supplier will indemnify the Company against all liability and expense which the Company may incur in connection with:

9.2 the employment or the termination of employment, before the Effective Time, of any Employee;

9.3 any failure by the Transferor to comply with its legal obligations in respect of any of the Employees;

9.4 the transfer to the Company, by virtue of TUPE, of the employment of any person or the applicability of terms of employment, other than those previously notified in writing to, and previously accepted by, the Company;

9.5 any act or omission of the Transferor, or before the Effective Time, for which the Company becomes liable by virtue of TUPE; or

9.6 the Transferor’s failure to comply with its obligations under regulation 13 of TUPE

General

10.1 Each exclusion or limitation in these Conditions exists separately and cumulatively.

10.2 The Company may open up packaging to inspect Goods.

Governing Law

‍11 All contracts between the Company and the Supplier and any claims relating to the Goods shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.