These Trade Terms & Conditions (“Terms”) govern the sale of products by LapalmaTrade Ltd (trading as Maguey & Co.), registered in England & Wales under company number 14868700, with registered office at 20-22 Wenlock Road, London, N1 7GU (“we”, “us”, “our”), to approved trade customers (“you”). They apply to all trade accounts and to every order, and they prevail over any terms you seek to impose. By placing an order you agree to these Terms. This is draft template copy and must be reviewed and finalised by a qualified solicitor before use.
1. Trade-only supply
We supply to the trade only (bars, restaurants, hotels, retailers, and distributors). We do not sell to consumers. Trade accounts are approved at our discretion and require confirmation that you are a bona fide trade buyer and hold any licences required to purchase and re-sell alcohol.
2. Orders
Orders are placed as requests through the trade portal or by email. An order is an offer to purchase; a contract is formed only when we confirm acceptance and/or dispatch the goods. We may decline or limit any order at our discretion.
3. Prices
Trade prices are confidential and available only within the trade portal. Prices are quoted per case and are exclusive of VAT and UK excise duty. VAT and excise duty are added to your invoice at the prevailing rates, and the full invoiced amount (including VAT and duty) is payable by you. Prices may change with notice, but confirmed orders are charged at the price in effect when the order was accepted.
Where goods are supplied in duty suspension to a customer's authorised bonded (excise) warehouse, excise duty is accounted for under those bonded-warehouse arrangements rather than charged on our invoice.
4. Minimum order & carriage
The minimum order is 1 case. Delivery is free on orders of more than 10 cases. For orders of 10 cases or fewer, delivery is charged at cost, in line with our logistics provider's transportation charges, and is confirmed with you before dispatch.
5. Payment & credit terms
Unless we have agreed a credit account in writing, payment is due in full before dispatch (pro-forma). Where a credit account is approved, our standard terms are payment within 30 days of the invoice date. Time for payment is of the essence.
We reserve the right to charge interest and reasonable recovery costs on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend supply or withdraw credit while any sum is overdue.
6. Delivery & lead times
We deliver across the UK, typically within 2–3 working days of order confirmation. We will use reasonable efforts to meet estimated lead times, but delivery dates are estimates and not guaranteed, and we are not liable for delays outside our reasonable control. You must ensure someone is available to receive and check the delivery.
7. Title & risk
Risk in the goods passes to you on delivery. Title (ownership) does not pass until we have received payment in full of all sums you owe us. Until title passes, you must store the goods so they are identifiable as ours and must not dispose of them other than in the ordinary course of business; we may recover or require the return of unpaid goods.
8. Shortages, damage & returns
Please check goods on delivery. You must notify us of any shortage, damage, or incorrect supply within 3 working days of delivery, with reasonable evidence. We will replace or credit goods that are faulty or incorrectly supplied. Correctly supplied goods are not returnable except by prior agreement. Alcohol cannot be accepted back once it has left a temperature-controlled or secure environment for resale.
9. Cancellations
Once an order is accepted it may be cancelled or amended only with our agreement. We may cancel an order if we are unable to supply, in which case our liability is limited to refunding any sum paid for the cancelled goods.
10. Licensing & responsible retailing
You must hold all licences and authorisations required to purchase, store, and sell alcohol (including under the Licensing Act 2003) and must comply with all applicable laws. You must not sell or supply our products to anyone under 18, and we encourage a Challenge 25 policy. We support the responsible marketing and retailing of alcohol and may require evidence of your licences.
11. Product information
We take care to describe products accurately, but minor variations in labelling, ABV, vintage, or packaging may occur, particularly with artisanal mezcal. Such variations do not constitute a defect.
12. Intellectual property
All trade marks, brand names, logos, images, and content belonging to us or our producers remain our or their property. You may use them only as reasonably necessary to market and sell the products you have bought from us, and not in any way that is misleading or damaging to the brands.
13. Liability
Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud, or for any liability that cannot be excluded by law. Subject to that, our total liability arising out of or in connection with any order is limited to the price paid for the goods concerned, and we are not liable for indirect or consequential loss, loss of profit, or loss of business. [TO CONFIRM: liability and limitation clauses must be drafted/approved by a solicitor.]
14. Data protection
We process personal data in accordance with our Privacy Policy.
15. Force majeure
We are not liable for any failure or delay in performance caused by events outside our reasonable control, including supply interruptions, transport failures, or regulatory changes.
16. General
If any provision of these Terms is found to be invalid, the remaining provisions continue in force. Our failure to enforce a term is not a waiver of it. We may update these Terms from time to time; the version in force is the one published here when your order is accepted.
17. Governing law & jurisdiction
These Terms and any dispute arising from them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
18. Contact
Questions about these Terms? Email contact@magueyandco.co.uk.