Terms & Conditions

Terms and Conditions of Sale

1. Definitions
1.1 In these conditions:
“Company” shall mean MINERVA BRANDS Ltd.
“Goods and/or Services” shall mean the products and/or services supplied by the Company in accordance with these conditions.
“Customer” shall mean the company, firm, or individual purchasing the Goods and/or Services from the Company.
“Contract” shall mean the agreement between the Company and the Customer for the supply of the Goods and/or Services.
“Act of Insolvency” shall mean:

If the Customer is a company:
1.1.1 Has a petition presented for its winding up.
1.1.2 Passes a resolution for voluntary winding up (other than for a bona fide amalgamation).
1.1.3 Has an administrative order made in relation to it.
1.1.4 Compounds with its creditors.
1.1.5 Has a receiver, manager, or administrative receiver appointed over all or any part of its assets.

If the Customer is an individual:
1.2.1 Becomes bankrupt or insolvent.
1.2.2 Enters into any arrangements with creditors.
1.2.3 Takes or suffers any similar action in consequence of debts.
1.2.4 Carries out or undergoes any analogous act or proceedings under foreign law.

2. Application of Conditions
2.1 These conditions apply to all contracts for the sale of Goods and/or Services entered into by the Company.
2.2 By placing an order with the Company or accepting the Company’s quotation, the Customer agrees to be bound exclusively by these terms, to the exclusion of all other terms unless expressly agreed in writing.
2.3 No variations to these conditions shall be valid unless:
Made in writing.
Specify which clause is varied.
Signed by an authorized representative of both parties.

3. Accuracy of Description of Goods and Services
3.1 All descriptions, specifications, and particulars of weights and dimensions provided by the Company (including on the Company’s website or in printed materials) are for illustrative purposes only and do not form part of any contract.
3.2 The Company does not warrant that Goods and/or Services will conform exactly to descriptions and shall not be liable for minor variations that do not materially affect performance.

4. Price
4.1 Prices quoted are the Company’s current prices at the time of quotation and are exclusive of VAT and any applicable taxes unless stated otherwise.
4.2 The Company reserves the right to adjust the price:
At any time before delivery, to reflect increased costs incurred.
If the order quantity differs from the Company’s original quotation.
4.3 Price adjustments shall be communicated to the Customer in writing before implementation.

5. Delivery
5.1 Time for delivery is not of the essence. Any dates provided are estimates only, and the Company shall not be liable for any delays.
5.2 The Company may deliver in installments, invoicing separately for each delivery. A delay or issue with one installment shall not entitle the Customer to cancel the remaining deliveries.
5.3 If the Customer fails to accept delivery within one month of order confirmation (unless otherwise agreed in writing), the Company reserves the right to:
Charge reasonable storage costs.
Invoice the Customer for the balance of undelivered Goods.
5.4 Goods collected “ex-works” must be collected within seven days of notification. Failure to collect may result in storage fees or the Company arranging delivery at the Customer’s expense.

6. Payment
6.1 Payment is due in line with the payment terms set by Minerva Brands, in which the invoice is dated, unless agreed otherwise in writing.
6.2 Late payments will incur interest at 4% above the minimum lending rate of Lloyds Bank Plc, calculated daily from the due date.
6.3 The Company reserves the right to:
Require advance payment or security before fulfilling any order.
Suspend deliveries if the Customer defaults on payments.
Treat the contract as repudiated if the Customer is unable to pay its debts.

7. Risk and Property
7.1 Risk in the Goods passes to the Customer upon delivery or collection.
7.2 Title to the Goods does not pass to the Customer until full payment is received for:
The Goods in question.
Any other outstanding amounts owed to the Company.
7.3 Until ownership passes, the Customer must:
Store the Goods separately and clearly identified as the Company’s property.
Maintain them in good condition.
Not pledge or encumber them.
7.4 If the Customer sells the Goods before full payment, they must hold the proceeds on trust for the Company.

8. Inspection and Storage
8.1 The Customer must inspect the Goods upon delivery.
8.2 Claims for defects or shortages must be made within 14 days of delivery. If the Goods have been used, no claims will be entertained.

9. Warranty & Liability
9.1 The Company warrants it has good title to the Goods.
9.2 The Company does not warrant suitability for any particular purpose unless agreed in writing. The Customer is responsible for ensuring the Goods meet their specific needs.
9.3 The Company shall not be liable for consequential or indirect losses, including but not limited to:
Loss of profits, contracts, or goodwill.
Damage to property caused by improper use.
Third-party claims.
9.4 The Company’s total liability under any claim shall not exceed the contract price of the Goods and/or Services.

10. Indemnity
The Customer agrees to indemnify the Company against any claims, costs, or damages caused by:
The Customer’s misuse of the Goods.
The Customer’s resale or modification of the Goods.

11. Force Majeure
11.1 The Company is not liable for failure to deliver due to circumstances beyond its control, including but not limited to:
Acts of God, war, riots, or terrorist acts.
Fire, flood, pandemics, or extreme weather.
Strikes, supply chain disruptions, or government actions.

12. Cancellation
12.1 Orders cannot be cancelled without the Company’s written agreement.
12.2 If cancellation is accepted, the Customer must compensate the Company for:
All costs incurred up to the cancellation date.
A 15% liquidated damages fee, unless otherwise agreed in writing.

13. Right to Reclaim Goods
13.1 If the Customer fails to pay as per Clause 6, the Company reserves the right to reclaim the Goods at any time, with or without prior notice.
13.2 The Company may enter the Customer’s premises to recover the Goods, provided reasonable notice is given unless fraud or insolvency is suspected.
13.3 Until ownership passes, the Customer must insure the Goods against loss, theft, and damage.

14. Entire Agreement
These terms constitute the entire agreement between the parties and supersede all prior agreements.

15. Governing Law & Jurisdiction
All contracts shall be governed by English law and disputes shall be subject to the exclusive jurisdiction of the English courts.