Terms & Conditions

TERMS & CONDITIONS OF SALE

1. DEFINITIONS

In these Conditions, the following words shall have the following meanings:

“Brand” – the design, labelling, features and logo of or appearing on the packaging and bottle or any other container in which the Goods are contained or presented together with all other forms of branding associated with the Goods;

“Company” PJ-Wines Limited (Company number 13170977) whose registered office is at 33 Osbourne Road, Broadstairs, Kent, CT10 2AF;

“Conditions” – these terms and conditions of sale;

“Contract” – the agreement (which shall be governed by these Conditions) between the Company and the Customer for the sale and purchase of Goods;

“Control” – means control as defined in section 416 of the Income and Corporation Taxes Act 1988;

“Customer” – means the person, firm, company or other legal entity to whom the Goods are supplied and to which the invoice, order acknowledgement or delivery note is addressed;

“Goods” – any and all of those beers, wines, spirits, soft drinks and other articles and services specified in the invoice, order acknowledgement or delivery note being supplied to the Customer by the Company;

“Order” – any order placed by the Customer to purchase Goods from the Company;

“Parties” – the Company and the Customer.

2. BASIS OF SALE

2.1. Any Order constitutes an offer by the Customer to purchase the quantity and type of Goods referred to in the Order, which the Company shall be entitled to accept or reject at its discretion.

2.2. The Customer acknowledges that by placing an Order with the Company it is bound by these Conditions and all other terms and conditions, whether express or implied, are hereby excluded (to the extent permissible under English law) in their entirety. In particular, these Conditions shall prevail in the event of any conflict between these Conditions and any terms and conditions which appear on the Customer’s order form or on or in any other communication passing between the Parties.

2.3. No variation or amendment to these Conditions shall be binding unless agreed in writing by a director of the Company and a duly authorised representative of the Customer.

2.4 Any samples, descriptions, advertising and/or marketing materials provided by the Company are intended as guidance only and are only intended to give a general approximation of the Goods in question.

2.5 The Customer acknowledges that the Company may at any time discontinue or change its range of Goods without liability to the Customer.

3. DELIVERY

3.1. Any time or date for delivery of the Goods given by the Company shall only be an estimate. The Company shall use its reasonable endeavours to comply with such estimated time or date for delivery but time of delivery shall not be of the essence and the Company shall not be held liable for any loss or damage howsoever resulting to the Customer by reason of delay in delivery.

3.2. The Company shall be entitled to determine, in its reasonable opinion, the actual method, date and time of delivery and will not be obliged to deliver Goods outside mainland England, Scotland and Wales.  Delivery of the Goods shall be deemed to take place when the Goods arrive at the address designated for delivery.

3.3. The Customer shall ensure that the Company (or its agent or carrier as applicable) shall have sufficient access to the designated premises for delivery to enable safe and proper delivery of the Goods.  If this obligation is not fulfilled by the Customer, the Company may charge the Customer for any additional costs and expenditure incurred by the Company as a result of such failure.

3.4. The Company shall be entitled but not required to deliver the Goods in instalments and to invoice the Customer for each instalment.

3.5. If the Customer refuses or fails to take delivery of the Goods at a time when the Company could reasonably expect the Customer to take delivery then, without prejudice to any other right or remedy available to the Company, the Company may:

3.5.1 withhold delivery of any other Goods;

3.5.2 store the Goods until actual delivery is made and charge the Customer for the costs (including insurance) of storage; and/or

3.5.3 sell the Goods at the best price readily obtainable and (after deducting all storage and selling expenses) give the Customer a credit of such amount against the price payable for such Goods under the Contract; and in any case shall be entitled to charge interest (both before and after judgment) on the price payable for the Goods under the Contract at 8% above the base rate from time to time of National Westminster Bank plc from the date of delivery until the date on which the Goods are actually received by the Customer.

3.6. The Company shall have no liability to the Customer in respect of damage to the outside packaging containing the Goods where it appears damaged on receipt by the Customer, or where fewer than the number of Goods indicated on the delivery note are actually received by the Customer, unless the Customer notifies the Company of such damage or short delivery in writing received by the Company within two days of receipt of the Goods or invoices as appropriate otherwise than merely by a note on the delivery note.

3.7. If the Goods have not been delivered despite receipt by the Customer of the Company’s invoice relating to them, then unless the Customer notifies the Company within 7 days after the date of such invoice no claim against the Company may be made in respect of non-delivery of those Goods.

3.8. If the Company agrees that the Customer has a valid claim for any damage caused to Goods during transit or short delivery, the Company’s only obligation in respect of such loss or damage shall, at the Company’s option, be to:

3.8.1. make good any damage or short delivery of the Goods;

3.8.2. replace such damaged Goods which have been returned to it by and at the expense of the Customer; and/or

3.8.3. in either case make a full refund in respect of such Goods; and such making good, replacement or refund shall be the Customer’s sole remedy in respect of any claims it has for any damage caused to Goods during transit or short delivery.

3.9. The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

3.10. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Customer gives written notice to the Company of the non-delivery within two days of the date when the Goods would in the ordinary course of events have been received.

3.11. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the Contract rate price against any invoice raised for such Goods.

4. PRICES AND PAYMENT

4.1. The prices of the Goods shall be as featured in the Company’s price list at the time of placement of any Order.

4.2. In addition to all amounts payable under the Contracts, the Customer shall pay all applicable taxes including Value Added Tax.

4.3. Commodities may be available in single bottles, except where stated otherwise in the Company’s price list, but these may be subject to a surcharge.

4.4. Container sizes quoted in the Company’s price list and on any other documentation are trade descriptions only and are not intended as a guarantee of the actual volume of the Goods within the container.

4.5. Payment for the Goods shall be made by the Customer by cash (or by cheque if the prior agreement of the Company has been obtained) on delivery and prior to the unloading of the Goods.

4.6. If the Company has granted credit facilities to the Customer, payment for the Goods shall be made:

4.6.1. within 30 days from the date the delivery took place; or

4.6.2. at such dates as are specified in correspondence from the Company; and the Company reserves the right to refuse to accept any Orders and/or to suspend delivery of any Goods if such Goods would result in the Customer exceeding its credit limit or if the credit limit has already been exceeded.

4.7. The Customer shall not deduct from the price of the Goods (and related costs charged by the Company) any other monies due or claimed to be due to the Customer from the Company in respect of the Contract or any other contract.

4.8. Deposit charges on containers must be paid for at the time of delivery and will be credited in full when the containers are returned to the Company in good condition.

4.9. If the Customer fails to make payment in accordance with the Conditions the Company shall be entitled without further notice to:

4.9.1. terminate  this Contract immediately upon written notice and any other contract with the Customer or suspend all further deliveries of Goods;

4.9.2. charge the Customer interest in accordance with the ‘Late Payment of Commercial Debt Interest act 1998’ from the date payment was due until the date on which payment is made;

4.9.3. request all other sums due from the Customer to be paid immediately; and

4.9.4. charge the Customer for any third party charges incurred by the Company in connection with any failure to make payment, including but not limited to legal costs and bank charges for rejecting or presenting cheques.

5. WARRANTIES AND LIABILITY

5.1. Subject to clause 3.6, the Company warrants that the Goods shall be delivered to the Customer in a materially undamaged condition and free from any material defects.

5.2. If any of the Goods are defective and are covered by the warranty in clause 5.1 above the Company shall at its sole option either supply replacement Goods or refund the price which has been paid by the Customer for the defective Goods.  Such replacement or refund shall be the Customer’s sole remedy in respect of any claims it has under the warranty given by the Company in clause 5.1 above.

5.3. Except where expressly provided by these Conditions the Company gives no warranties, conditions, guarantees or representations as to the quality or fitness for a particular purpose of the Goods and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing are hereby excluded.

5.4. The Company’s total aggregate liability in connection with a Contract (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) , including without limitation  liability to the Customer for any direct physical damage to tangible property, shall not exceed £100,000.

5.5. Except as expressly provided by these Conditions, the Company shall not be liable, howsoever arising, including without limitation in connection with or arising out of the design, manufacture, supply, use of or otherwise relating to the Goods (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise), for any:

5.5.1 loss of anticipated profits and/or damage to goodwill;

5.5.2 pure economic and/or other similar losses;

5.5.3 special damages;

5.5.4 aggravated, punitive and/or exemplary damages;

5.5.5 consequential losses and/or indirect losses;

5.5.6 loss and/or corruption of data; and/or

5.5.7 business interruption, wasted overheads, loss of business, loss of contracts and/or loss of opportunity.

5.6. Subject to clause 5.7, no action, regardless of form, arising out of the transaction under the Contract may be brought by the Customer more than two years after the cause of such action has accrued.

5.7. Nothing in these Conditions shall exclude or limit the Company’s liability for death or personal injury caused by its own negligence, any liability for fraud or fraudulent misrepresentation or any other liability which the Company is not permitted to exclude or limit as a matter of law.

6. INDEMNITY

The Customer shall indemnify the Company in respect of all actions, claims, demands and expenses related to damage, injury or loss occurring to any person or property and which has arisen from the condition or use of the Goods or of any of the property referred to in clause 7 below to the extent that such damage, injury or loss shall have been occasioned partly or wholly by the act, omission, negligence or wilful default of the Customer, its servants or agents or by any breach by the Customer of its obligations to the Company under these Conditions.

7. PROPERTY OF COMPANY/SUPPLIER

All containers including but not limited to bottles, cases, kegs, cylinders and pallets in or upon which the Goods are supplied shall remain the property of the Company or of the Company’s supplier (as the case may be) and the Company shall be entitled to charge the Customer a deposit for the safekeeping thereof. If the Customer fails to return such items upon request or returns them in a damaged condition, any deposit may be forfeited in whole or in part and the Company shall in addition be entitled to charge the Customer the balance of the cost of any replacement thereof or repair thereto

8. RISK AND TITLE

8.1. Risk of loss of or damage to the Goods shall pass to the Customer on delivery (or in the case the Customer wrongfully failing to take delivery of the Goods the time when the Company has tendered delivery of the Goods) and the Customer shall insure the Goods from that time until ownership of and title to them passes to the Customer.

8.2. Despite earlier delivery of the Goods, ownership of and title to the Goods shall be retained by the Company until such time as the Customer shall have paid the Company for the Goods, together with the price of any other goods which are the subject of any other contract with the Company, and until that time the Customer acknowledges that it is in possession of the Goods solely as bailee in a fiduciary capacity for the Company. The Customer shall keep the Goods separate from goods which belong to the Customer and to third parties and ensure that such Goods are properly stored, protected (and insured) and clearly marked as the Company’s property.

8.3. If the Customer sells or otherwise disposes of the Goods it shall do so as agent for the Company and shall hold the entire proceeds of sale of such Goods whether tangible or intangible, including insurance proceeds, for and on behalf of the Company until the Company has received payment in full and shall keep all such amounts separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored and protected and insured. The Customer shall maintain records of the persons to whom it sells or disposes of such Goods and of the payments made by such persons for those Goods and will allow the Customer to inspect those records and the Goods themselves on request. The Customer shall be entitled to trace the proceeds of sale or otherwise of such Goods.

8.4. For the avoidance of doubt, the Goods and all other goods supplied to the Customer by the Company which are in the Customer’s possession shall be presumed to belong to the Company unless the Customer can prove otherwise.

8.5. Until ownership of and title to any Goods owned by the Company passes to the Customer (and providing the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up such Goods to the Company and, if the Customer fails to do so immediately, to enter upon any premises owned or occupied by the Customer or any third party where such Goods are stored and repossess them. The Customer shall procure that any third party, which holds such Goods, shall permit the Company to take possession of them and shall indemnify the Company and keep the Company indemnified against any and all liability, which it may incur to such third party in connection with taking or attempting to take possession of them. The Company shall be entitled to use or dispose of such Goods as it wishes.

9. OWNERSHIP OF THE BRAND

9.1. The Customer acknowledges that the ownership of all rights (whether registered or unregistered) in the Brand shall remain at all times in the absolute ownership of the Company (or of the Company’s suppliers as applicable).

9.2. No right or licence is granted to the Customer in respect of the Brand, except the right to use or re-sell the Goods in the Customer’s ordinary course of business.

9.3. Any and all goodwill derived from the Customer’s use of the Brand shall accrue to the Company.

9.4. The Customer shall not apply for registration of or obtain any design right, trade mark or similar registerable right in the Brand.

9.5. The Customer undertakes at the request and expense of the Company to bring into effect or do all acts and execute all documents which may be necessary to confirm the title of the Company to the rights in the Brand whether in connection with any registration of that title to design right or trade mark or other similar right or otherwise.

10. TERMINATION

10.1 The Company shall be entitled to terminate the Contract (or any other contract that the parties may have entered into for the supply of Goods) or suspend deliveries of the Goods forthwith by notice in writing if:

10.1.1 the Customer commits any material breach of any of these Conditions (whether in relation to this Contract or any other contract to which the parties have entered into) , persistently repeats a  breach or commits any material breach and fails to remedy it within 14 days of receipt of notice of the breach requiring remedy of the same (and for the avoidance of doubt and without prejudice to any other rights the Company may have, failure to pay sums when due shall be considered a material breach);

10.1.2. the Customer becomes the subject of any voluntary arrangement, receivership, administration, liquidation or winding-up; or

10.1.3. the Customer is unable to pay its debts within the meaning of Section123 of the Insolvency Act 1986; or

10.1.4. the Customer becomes the subject of any distraint, execution or other similar process; or

10.1.5. the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing its own affairs or becomes a patient under any mental health legislation; or

10.1.6. the Customer ceases or threatens not to carry on business; or

10.1.7. the Company reasonably believes that any of the events mentioned in Conditions 10.1 to 10.6 above is about to occur and notifies the Customer accordingly; or

10.1.8 the Customer undergoes a change of Control,

10.2 The Company shall be entitled to terminate the Contract for any reason whatsoever by giving no less than 14 days’ written notice to the Customer.

10.3 Should the Contract be terminated under any, some or all of clause 10.1, the Company reserves the right to charge the Customer for any loss of profit as a direct result of having to terminate the Contract and for any surplus Goods which were due to be delivered to the Customer but for the termination and which the Company using its reasonable endeavours cannot resell.

11. MISTAKES AND INFORMATION

The Company reserves the right to amend any clerical, administrative or computer processing error which appears in the Company’s invoice, order acknowledgement, delivery note or other documentation issued by it.

12. WAIVER

No realisation, forbearance, delay or indulgence by either party in enforcing any of these Conditions or the granting of time by either party to the other shall prejudice, effect or restrict the rights and powers of the said party, nor shall any waiver by either party of any breach of these Conditions operate as a waiver of any subsequent or any continuing breach of these Conditions.

13. HEADINGS

The headings in these Conditions are for convenience only and shall have no effect on the interpretation thereof.

14. GENERAL

14.1. The parties agree that they have not entered into the Contract in reliance on any promise, assurance, representation, warranty, details and/or specification (whether in writing or not) that is not expressly set out in the Contract.  Nothing in the Contract shall exclude liability for any fraudulent statement and/or act made prior to the date of the Contract.

14.2. Each of the parties acknowledges and agrees that the only remedy available to it for breach of the Contract shall be for breach of contract under the terms of the Contract and it shall have no right of action against any other party in respect of any promise, assurance, representation, warranty, details and/or specification (whether in writing or not) that is not expressly set out in the Contract.

14.3. The Customer shall not assign, transfer, dispose of or sub contract (or purport to do any of the above in respect of) any of its rights or obligations under the Contract without the prior written consent of the Company.

14.4. The Company shall be entitled to perform any of its obligations under the Contract through any member within the same group of companies.

14.5. None of the terms and conditions of the Contract shall be enforceable by any person who is not a party to it.  This shall not apply to any company within the same group of companies as the Company who the Company consents to being able to enforce the Contract in addition to the Company.  The rights of any third party to enforce the Contract may be varied and/or extinguished by agreement between the parties without the consent of any third party.

15. JURISDICTION

These Conditions and the Contract shall be governed by and construed in accordance with English law and any disputes shall be referred to the Courts of England and Wales.

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GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

MOBILE APPLICATION LICENSE
Use License
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: https://www.pj-wines.co.uk/privacy-policy/. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United Kingdom. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Site, you are transferring your data to the United Kingdom, and you agree to have your data transferred to and processed in the United Kingdom.

COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.  
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW
These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. PJ-Wines Limited and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Kent, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in the United Kingdom, or in the EU country in which you reside.

DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Kent, United Kingdom. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the United Kingdom.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US 
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: 
PJ-Wines Limited

Email: james@pj-wines.co.uk