EVERTONS

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Evertons Wine Merchants Ltd, Unit 28, Top Barn Business Centre, Hallow, Worcester, WR2 6NH

DETAILS OF DIRECTORS/PROPRIETORS/PARTNERS

For Proprietors and Partners, please Include home addresses

Give name, full address, sort code and account number

Two trade references are always required with contact name, email address and telephone

I declare that the above information Is true and that you may apply to the bank and trade referees listed above. I agree to pay in accordance with our agreed credit terms

EVERTONS WINE MERCHANTS LTD. AUTHORISATION

1.1 These General Terms of Sale apply to all sales made by Evertons Wine Merchants Limited whose registered company number is 14164425 "the seller") to any purchaser ("the buyer") of any goods offered for sale from time to time by the Seller ("Goods") 1.2 Goods are sold by the Seller as agent for the respective Owners of Goods referred to in clause 4.4 below

2.1 Regardless of previous negotiations or any previous course of dealing between the Seller and the Buyer, these terms shall apply to all orders accepted and quotations given. All orders hereafter made by the Buyer shall be made subject to these terms. 2.2 The contract for the sale of goods shall be concluded upon receipt by the Buyer of the "Sellers" delivery note. 2.3 The Buyer acknowledges that there are no representations outside these terms which have induced it to enter into the contract.

2.4 No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Buyer's documentation shall not imply any modification of these terms.

Subject to clause 5 (The Price prices of goods are as per the Seller's current price list Prices listed are exclusive of VAT. Any concessions, rebates or allowances shall only be as offered in writing by the Seller and are subject to withdrawal at any time before receipt of an Unqualified order from the Buyer.

4.1 Goods are offered for sale subject to availability. 4.2 The Seller does not warrant that Goods will conform to any sample. 4.3 Goods are sold on the express condition that they will only be resold in or from bottles or other containers and packaging exactly as supplied by the Seller. The Buyer shall not make any modifications to Goods or their packaging nor alter, remove or tamper with any trademarks', numbers or other means of identification used on or in relation to Goods

4.4 Title to Goods, until it passes to the Buyer in accordance with Clause 9 below, belong to Evertons Wine Merchants Limited.

The Seller reserves the right to increase the price of Goods before delivery to the price ruling at the date of dispatch without prior notice to the buyer.

The Buyer may not cancel the contract without the consent of the Seller, which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against loss, damage, claims or actions arising out of such cancellation unless otherwise agreed in writing.

7.1 Payment is due in full on receipt of goods or, if credit is allowed, as provided in Clause 7.2 below, on or before the 14th day of the month following that in which the goods are delivered. 7.2 The Seller may allow credit on such terms as the Seller may agree with the Buyer subject to the Buyer providing the Seller with references satisfactory to the Seller. If the Seller shall allow credit in respect of any part of Goods it shall be without prejudice to its right to refuse to give up possession of any other part of Goods except against payment; and the whole of the price of all Goods bought or agreed to be bought by the Buyer shall fall due and payable without demand immediately on the happening of the following events: a) Failure by the Buyer to pay any sum due to the Seller within 14 days of the date due for payment. b) Insolvency or commencement of the winding up of the Buyer. c) Commission by the Buyer of an act of Bankruptcy.

d) Appointment of a receiver or an administrative receiver of any asset of the Buyer, or the levying of any distress or execution on any asset of the Buyer 7.3 The failure of the Buyer to pay any part of the price of Goods in due time shall entitle the Seller to treat such failure as a repudiation of the whole contract by the Buyer and to recover damages for such breach of contract. 7.4 Interest on all sums shall run at the rate of 2.5 per cent per annum above the minimum lending rate of NatWest Bank PLC. From time to time until payment is received, after as well as before any judgement therefore.

7.5 To charge a minimum of £25.00 for each cheque unpaid by the purchaser's bank and a minimum of £25.00for each unpaid direct debit including cheques which are returned marked "Please Represent". 7.6 Unless otherwise agreed payment shall be made in sterling at the office of the Seller Unit 4, Stafford Cross, Stafford Road, Croydon Surrey CRO 4TU

8.1 All delivery dates are estimates only and the time of delivery shall not be the essence of the contract. Under no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the Goods or any of them, for whatever reason or for any loss consequential or otherwise arising therefore. 8.2 Should the Seller be prevented from or hindered in delivering Goods or any part thereof by reason of war, riot, explosion, fire, flood, strike, lock-out, shortage of materials or labour or any cause beyond the Seller's control, the time for delivery shall be extended by a period equal to that during which the cause preventing or hindering delivery exists.

8.3 Should the Seller be prevented from delivering part of Goods by reason of any of the clauses specified in the preceding sub-clause the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with the contract.

8.4 The Seller shall be entitled to deliver Goods in one or more consignments unless otherwise expressly agreed. 8.5 If delivery of any item comprised in Goods has not been made within 3 months of the estimated delivery date, the Buyer shall be entitled to cancel its order in respect of that item, but the Seller shall under no circumstance be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery of the Goods or any of them for whatsoever reason or for any loss consequential or otherwise arising there from. 8.6 Delivery shall be deemed to take place when possession of Goods is transferred to the Buyer or its agent. 8.7 Where carriage of Goods is arranged by the Seller, the Seller may, in its absolute discretion, choose the carrier ("the Carrier") and carriage shall not include the provision of any plant, power or labour which may be required in addition to the Carrier's carmen for unloading the Goods from the vehicle in which they are carried on arrival at the place of delivery. 8.8 Any additional assistance given by the Carrier beyond unloading Goods from the vehicle in which they are carried shall be given only on the Buyer's request and at the Buyer's sole risk, the Buyer holding the Seller's harmless and keeping the Seller indemnified against any action, suit, demand, loss, charge, cost and expense which the Buyer may suffer or incur and which the Buyer would not have so suffered or incurred if the Carrier had not given additional assistance.

9 PASSING OF RISK AND PROPERTY

9.1 Risk of loss or damage to Goods shall pass to the Buyer at the time the Goods are delivered in accordance with Clause 8.6 over and the Seller shall not be liable for any loss of any kind to the Buyer arising from any damage to Goods occurring after he risk has passed to the Buyer, however caused, nor shall liability of the Buyer to the Seller be diminished or extinguished by reason of such loss. 9.2 The property in Goods shall not pass to the Buyer until all sums due or owing to the Seller by the Buyer on any account have been paid, and until payment the following provisions of this Clause 9 shall apply. 9.3 The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Buyer has been met on presentation or otherwise honoured in accordance with its terms. The Seller may sue for the whole of the price at any time after it has become payable. 9.4 The Buyer shall not: a) Pledge Goods or documents of title thereto, or allow any lien to arise thereon;

b) Mix Goods with other goods and shall at all times ensure that Goods are separately stored on its premises marked as being the property of the relevant owner; c) Deal with or dispose of Goods or documents of title thereto or any interest therein, other than by way of sale in the ordinary course of business. 9.5 If the Buyer defaults in the payment in accordance with the terms of any contract it may have with the Seller, of any sum owing to the Seller then the Seller shall be entitled to the immediate return of all Goods sold by the Seller to the Buyer (or the documents of title thereto) in which the property has not passed to the Buyer, and the Buyer hereby irrevocably authorises the Seller to recover Goods or documents and to enter any premises of the Buyer or (if the Buyer is a company) any associated company of the Buyer for that purpose. Demand for or recovery of Goods or documents by the Seller shall not of itself discharge either the Buyers liability to pay the whole of the price and take delivery of Goods or the Seller's right to sue for the whole of the price.

10 INSPECTIONS OF GOODS AND CHECKING INVOICES

10.1 The Buyer shall inspect Goods immediately on receipt thereof and shall, within seven days, give written notice in detail to the Seller of any ground on which the Buyer alleges that Goods are not in accordance with the contract. Ifthe Buyer fails to give such notice, Goods shall be conclusively presumed to be in all respects in accordance with the contract and the Buyer shall be deemed to have accepted the Goods accordingly. If the Buyer establishes to the Seller's reasonable satisfaction that Goods are not in accordance with the contract, the Buyer's sole remedy in respect of such non accordance shall be limited as the Seller may elect to the replacement of such Goods or refund of the purchase price against return of such Goods. The Seller will not accept responsibility or liability for return of Goods by the Buyer unless such return has previously been agreed in writing by the parties hereto. 10.2 The Buyer shall within 14 days of receipt of Goods, give written notice to the Seller in detail of any ground on which the Buyer alleges the invoice relating to such Goods is not in accordance with the Goods received If the Buyer fails to give such notice the said invoice shall be conclusively presumed to be in all respects in accordance with the Goods received and the Buyer shall be deemed to have accepted the said invoice accordingly. 10.3 If Goods are damaged in transit and the Buyer endorses the delivery note and notifies the Seller and the Carrier in writing within 2 clear days of delivery of such Goods, the Seller will credit the Buyer with the price of the Goods damaged. 10.4 If Goods are lost in transit or are not delivered and the Buyer notifies the Seller and the Carrier in writing within 14 days of the date of dispatch or collection by the Buyer, the Seller will credit the Buyer with the price of the Goods lost or not delivered.

Save as otherwise provided by any applicable law, the Seller accepts no liability for any defect in Goods or for any loss or damage howsoever arising suffered by any person and caused by any defect in Goods.

The Seller's liability (if any) whether in contract, tort or otherwise in respect of any defect in goods, or for any breach of this Agreement or of any duty owed to the Buyer in connection herewith, shall be limited in the aggregate to the price of the Goods in question.

13.1 The Buyer shall indemnify the 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 of use of Goods.

13.2 Nothing in these terms of sale shall have the effect of excluding or restricting liability:

a) For death or personal injury caused by the proven negligence of the Seller; b) Under the Consumer Protection Act 1987 to a person who has suffered damage caused by a defective product, or to a dependent or relative of such a person.

All prices quoted are, unless expressly stated otherwise, inclusive of customs, excise and import duty, but the Seller reserves the right to vary the prices of Goods before delivery and by any amount equivalent to any variation in duty which may have been imposed at the date of dispatch.

This contract shall be governed by and interpreted in accordance with English Law and the Buyer submits tothe jurisdiction of the High Court of Justice in England but the Seller may enforce the contract in any court of competent jurisdiction.

The Buyer shall not assign any benefit under the contract without the consent in writing of the Seller, which may, if given, be on such terms as to guarantee or indemnify or otherwise as the Seller thinks fit.

Without prejudice to the foregoing the following terms and conditions will apply in respect of ex-cellars sales only: a) Risk of loss or damage to Goods shall pass to the Buyer at the time they are collected from the relevant supplier by the Buyer or the Buyer's representative; b) The Buyer shall pay all costs in respect of and make all arrangements for the transport of Goods ex-cellars including obtaining all relevant documentation licences and insurance c) ex-cellar prices are quoted exclusive of customs, excise and import duty.

The Seller shall not be liable for any failure or delay in performance of its obligations to the buyer as a result of causes beyond the seller's reasonable control. 19 REGISTERED ADDRESS Evertons Wine Merchants Limited Unit 28, Top Barn Business Centre, Holt Heath, Worcester, WR2 6PD (Company Number 14164425) VAT Registration Number GB 343 0266 31 AWRS Number: XRAW000000108463 Bank Details NatWest Bank, Evertons Wine Merchants Ltd: Sort Code 55-81-36: A/c Number 99024853

(The Buyer) am permitted to sign these terms and conditions on behalf of the Buyer and have read them and understand their content and have also completed the relevant account application form on behalf of the Buyer.