1. Definitions
1.1 “Additional Costs” means such additional costs (which shall include VAT where applicable and/or other taxes, duties and appropriate other charges), including, without thereby limiting the generality of the foregoing, additional costs arising from unforeseen circumstances, attributes or condition of the Site for which it is agreed that additional work will be carried out by Spiral Cellars, details of which will be set out in the Estimate.
1.2 “After Sales Visit(s)” means an after sales visit or visits at Spiral Cellars’ absolute discretion to be conducted by Spiral Cellars to inspect the Installation Services after Practical Completion and agree with the Customer the Completion Report in accordance with clause 8.4.
1.3 “Commencement Date” means the date for delivery of the Goods and commencement of the Installation Services as set out in the Sales Order.
1.4 “Completion” means the date on 1.11.1which the Completion Report is agreed.
1.5 “Completion Report” means the 1.1completion report signed by the Customer confirming the Customer’s acceptance of the Installation Services in accordance with clause 8.4.
1.6 “Conditions” means these conditions which form part of the Contract.
1.7 “Contract” means an individual legally binding contract between Spiral Cellars and the Customer comprising of these Conditions, the Estimate and the Sales Order created when an Estimate is accepted by Spiral Cellars in accordance with clause 2.3.
1.8 “Customer” means any person, firm, corporate or unincorporated body which orders or buys Goods and Installation Services from Spiral Cellars and excluding any party acting as a Consumer.
1.9 “Estimate” means any estimate for the Goods and Installation Services provided by Spiral Cellars detailing the Goods to be purchased, the Installation Services required, the Specification and the Price.
1.10 “Goods” means the goods which are the subject of the Contract as set out in the Estimate.
1.11 “Installation Services” means the installation services which are set out in the Sales Order including any After Sales Visit(s).
1.12 “Practical Completion” means the date on which the Installation Services have been completed and the Goods delivered so there are no apparent incomplete Installation Services the condition of which would prevent normal and reasonable occupation of the Site and the Site having been cleared of all temporary plant and equipment, unused materials and rubbish and left in a clean and tidy condition.
1.13 “Price” means the price to be paid by the Customer to Spiral Cellars for the Goods and Installation Services as specified on the Estimate which shall include VAT where applicable and/or other taxes, duties and appropriate other charges including but not limited to costs and charges for packaging, insurance and transport of the Goods.
1.14 “Sales Order” means the sales order provided to the Customer by Spiral Cellars confirming acceptance of the Estimate in accordance with clause 2.3.
1.15 “Site” is the site address given in the Estimate specifying the location for the delivery of the Goods and the provision of the Installation Services.
1.16 “Specification” means the specification of the Goods and the Installation Services as set out in the Estimate.
1.17 “Spiral Cellars” means Spiral Cellars Limited (company registration number 5179010) with registered offices at Highfield, The Rise, East Horsley, Surrey KT24 5BJ.
1.18 “Warranty Period” means the period of 5 years from Completion.

2. Acceptance of Estimates
2.1 Any quotation relating to Goods and Installation Services supplied by Spiral Cellars and any catalogue, mail shot, price lists or other advertisement of such Goods and Installation Services shall not constitute an offer capable of acceptance by the Customer but an invitation to request an Estimate.
2.2 Except for any terms agreed orally between Spiral Cellars and the Customer at the time the Goods and Installation Services are provided and later confirmed in writing by Spiral Cellars as part of the Sales Order and Estimate in accordance with clause 2.4, these Conditions shall override any contrary, different or additional terms or conditions contained or referred to in any other correspondence or documents from that Customer and no addition, alteration or substitution of these Conditions will bind Spiral Cellars or form part of any Contract unless expressly accepted in writing by a person authorised to sign on Spiral Cellars’ behalf. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Spiral Cellars which is not set out in the Contract.
2.3 The Estimate shall only constitute an offer to purchase the Goods and provide the Installation Services specified in the Estimate. An Estimate shall only be deemed to have been accepted by Spiral Cellars when payment has been received by Spiral Cellars in accordance with clause 6.1.1 and upon issue by Spiral Cellars and receipt by the Customer of a Sales Order whereupon a Contract shall be formed incorporating these Conditions, the Estimate and the Sales Order. Prior to receipt of the Sales Order by the Customer, Spiral Cellars may reject the Estimate at any time but a Customer will still be liable to pay, in accordance with clause 4.2 for any asbestos survey undertaken in accordance with clause 4.1.2. Oral agreements made by Spiral Cellars or by any of its authorised representatives are always nonbinding until confirmed in writing.
2.4 If any of these Conditions conflict with any term of the Estimate or the Sales Order, the Sales Order will take priority followed by the Estimate.
2.5 Subject to clause 3.1 any samples, drawings, descriptive matter, or advertising produced by Spiral Cellars and any descriptions or illustrations contained in Spiral Cellars’ catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and Installation Services described in them. They shall not form part of the Contract or have any contractual force.

3. Specification
3.1 The Goods and Installation Services are supplied in accordance with Spiral Cellar’s Specification, but Spiral Cellars reserves the right to make such improvements and modifications in such Specification without prior notice as it considers desirable in the circumstances.
3.2 All descriptions and particulars of the Goods and Installation Services given by Spiral Cellars are given as accurately as possible but are not to be treated as legally binding or as forming part of the Contract unless expressly confirmed by Spiral Cellars in writing.

4. Initial Site Survey
4.1 Before any Goods can be installed by Spiral Cellars at the Site the Customer will:
4.1.1 procure access to the Site to permit a Spiral Cellars authorised site surveyor to carry out any surveys of the Site including but not limited to carrying out any asbestos survey in accordance with clause 4.2 and taking pictures of the Site in accordance with clause 4.3; and the Customer agrees that Spiral Cellars and its authorised representative may return to conduct as many surveys of the Site as in its absolute discretion it concludes necessary during the term of the Contract;
4.1.2 if required by Spiral Cellars, provide to Spiral Cellars’ satisfaction, an asbestos survey of the Site, or if such survey has not been undertaken procure that an asbestos survey of the property is undertaken or permit Spiral Cellars to arrange for an asbestos survey of the Site at the Customer’s costs; following which, details of the Installation Services and Goods required including the Price will be included in the Estimate.
4.2 Where a Customer has requested Spiral Cellars to undertake an asbestos survey of the Site in accordance with clause 4.1.2 the Customer shall immediately pay Spiral Cellars costs of undertaking such survey either immediately upon request for payment if Spiral Cellars confirms that it cannot proceed to perform the Installation Services due to the results of the asbestos survey or, otherwise when the payment of 80% of the Price is due in accordance with clause 6.1.2.
4.3 As part of the survey of the Site or during any subsequent preinstallation site visit the datum wall and finished floor level will be agreed by Spiral Cellars with the Customer and recorded in writing and/ or photographically. The Customer hereby irrevocably consents to Spiral Cellars and its authorised representatives taking photographs of the Site at any reasonable time prior to the Commencement Date, during the Installation Services and at Practical Completion. Such drawings and photographs shall constitute conclusive evidence of the condition of the Site, the dimensions of the area where the Goods are to be installed, the datum wall and the finished floor level. All copyright in such photographs
vests in Spiral Cellars.

5. Delivery of goods and provision of the installation services
5.1 Unless otherwise agreed by the parties in writing, the Installation Services will be performed by Spiral Cellars and if not by Spiral Cellars they will be performed to Spiral Cellars’ absolute satisfaction and in accordance with clause 7.2.3 and will start on the Commencement Date and the Goods will be delivered at the times(s) as decided by Spiral Cellars in its absolute discretion thereafter.
5.2 Risk in the Goods shall pass to the Customer upon their delivery to the Site and the Customer shall ensure that it has adequately insured the Site and put in place suitable security measures to Spiral Cellars’ satisfaction.

6. Price and Payment
6.1 The Price and Additional Costs shall be paid by the Customer to Spiral Cellars in cleared funds as follows (the “Due Dates”) and time for payment of any amount under these Conditions shall be of the essence: 6.1.1 10% of the Price on the date of the Sales Order; 6.1.2 80% of the Price 14 days prior to the Commencement Date; and 6.1.3 10% of the Price and any Additional Costs specified in the Invoice payable within 8 weeks of the Commencement Date or at the After Sales Visit or upon signing of the Completion Report whichever is the earlier date.
6.2 In the event of a cancellation by the Customer:
6.2.1 less than 28 days prior to the Commencement Date, Spiral Cellars shall be entitled to charge up to 20% of the Price to cover costs incurred prior to such cancellation subject to Spiral Cellars using its reasonable endeavours to mitigate its losses. Where there is a shortfall between the amount already paid by the Customer and the amount owed to Spiral Cellars under this clause 6.2.1 the Customer shall pay the balance to Spiral Cellars within 7 days of the date of Spiral Cellars’ invoice for the same in full and cleared funds;
6.2.2 more than 28 days prior to the Commencement Date, Spiral Cellars shall be entitled to retain the payment received under clause 6.1.1 above to cover its engineering and administrative costs incurred prior to such cancellation (subject to Spiral Cellars using its reasonable endeavours to mitigate its losses); the parties agree that the sums considered by this clause 6.2 represent a genuine pre-estimate of Spiral Cellars losses;
6.3 Where Spiral Cellars informs a Customer at its absolute discretion that it is not able to install the cellar depth set out in the Sales Order due to ground conditions or other conditions at the Site, the Customer will be charged for the actual cellar depth installed with any Additional Costs, in accordance with the price list in force as at the date of the Sales Order.
6.4 In the event of postponement by the Customer less than 28 days prior to the Commencement Date, Spiral Cellars shall be entitled to charge an additional 15% of the Price which shall be added to the Price quoted in the Sales Order and shall be payable in accordance with clauses 6.1.1 to 6.1.3 above to cover costs incurred prior to such postponement subject to Spiral Cellars using its reasonable endeavours to mitigate its losses. The parties agree that the sums considered by this clause 6.4 represent a genuine pre-estimate of the costs that Spiral Cellars will incur. Spiral Cellars will be entitled to retain any prepayments already received from the Customer.
6.5 If any installment of the Price due under clauses 6.1.2 or 6.1.3 is not paid in full by any of the Due Dates or any other amount is not paid in accordance with these Conditions, Spiral Cellars may without prejudice to its other rights or remedies:
6.5.1 if such failure to pay is prior to the Commencement Date, cancel or suspend delivery of the Goods and commencement of the Installation Services and, where such performance is suspended, the provisions of clause 6.4 will apply;
6.5.2 charge the Customer interest (both before and after any judgment) on the outstanding amount at a rate of 4% per annum above the base rate of the Bank of England from time to time, until payment is made in full (a part of a month being treated as a full month for the purposes of calculating interest).
6.6 The Customer shall reimburse Spiral Cellars (on a full indemnity basis) all costs and expenses incurred by Spiral Cellars in connection with the recovery of any money due to Spiral Cellars under the Contract.
6.7 Except with the express agreement in writing of Spiral Cellars, no deduction shall be made by the Customer from any payment for or on account of any matter or thing whatsoever including, but not limited to any set-off, compensation, counterclaim or present or future taxes.
6.8 The Price shall be paid in GBP sterling but if at any time GBP sterling ceases to be legal tender the parties shall agree an alternative currency in writing and all payments shall be made in that nominated currency from the date on which the Customer receives notice of such change in currency from Spiral Cellars.
6.9 All amounts due to Spiral Cellars under the Contract shall become due immediately if the Contract is terminated despite any other provision.
6.10 No payment shall be deemed to have been made until Spiral Cellars has received payment in full cleared funds.

7. Customer Warranties
7.1 Spiral Cellars shall make any initial application for building regulation approval and shall notify the local authority in question when the Site is ready for inspection. The Customer shall procure entry for the local authority’s representative where requested by Spiral Cellars. The Customer undertakes to request the approval notice to be issued by the relevant local authority following an inspection of the Site by the local authority’s representative.
7.2 The Customer warrants that:
7.2.1 where the Installation Services are carried out within an existing building, the Customer will be responsible for the removal of all furniture and carpets to ensure a clear working area within the Site prior to the Commencement Date. In the event of the Customer’s breach of this warranty resulting in additional work to be carried out by Spiral Cellars, Additional Costs will be incurred by
the Customer.
7.2.2 it has surveyed the Site to locate any existing service pipes, drainage pipes, service installations or other obstructions and undertakes no such obstructions exist that will prevent the Installation Services from being performed. If, during the provision of the Installation Services such obstructions are uncovered which interfere with the Installation Services, the Customer shall, at its own expense, arrange for the immediate diversion or re-routing of those services, failing which Spiral Cellars shall be deemed to be authorised to arrange for any necessary work to be carried out in order that the Installation Services can be performed. Spiral Cellars reserves the right to charge Additional Costs in respect of any standing time whilst such remediation works are undertaken together with any costs incurred by Spiral Cellars in respect of such works undertaken on the Customer’s behalf or as a result of such delay.
7.2.3 in the event the Customer has undertaken certain Installation Services including but not limited to excavation, such Installation Services carried out by or on behalf of the Customer will meet the Specification supplied by Spiral Cellars and the Customer accepts that it is the Customer’s responsibility to remove all excavated and other material from the Site. In the event the excavation or other Installation Service performed by the Customer does not meet the Specification to the satisfaction of Spiral Cellars and additional work is required to be undertaken by Spiral Cellars at its discretion. Additional Costs will be incurred by the Customer and due in accordance with clause 6.1.3.

8. Warranties guarantee and limitation of liability
8.1 Subject to clause 8.4.2, Spiral Cellars warrants that: 8.1.1 the Goods shall conform in all material respects with their description and the Specification at Practical Completion and for the Warranty Period and the Installation Services shall be provided with reasonable care and skill;
8.1.2 it has the right to sell the Goods and to provide the Installation Services to the Customer; and
8.1.3 at Practical Completion and for the Warranty Period, that the Goods and Installation Services shall be free from material defects in workmanship and material under normal use and service. 8.2 Whilst reasonable care is taken to ensure the quality of the Goods and Installation Services, Spiral Cellars makes no representations or warranties whatsoever (whether express or implied at common law or otherwise) regarding fitness for purpose, performance, use, nature or satisfactory quality of the Goods and Installation Services or that the Goods and Installation Services are free from errors or omissions and other than as expressly provided in these Conditions.
8.3 All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982, other than those expressly set out in these Conditions are excluded to the fullest extent permitted by law.
8.4 Spiral Cellars shall carry out an After Sales Visit usually within 6 weeks of Practical Completion (subject to availability) during which Spiral Cellars and the Customer shall:
8.4.1 agree the Completion Report; or
8.4.2 agree any defects in the Installation Services or Goods delivered or of any other matter or thing by reason whereof the Customer alleges that the Installation Services or Goods delivered are not in accordance with the Contract and Spiral Cellars shall, at its discretion repair or replace any agreed defects in question within a reasonable period of time in which event Spiral Cellars shall carry out a further After Sales Visit to agree the Completion Report. Upon signature of the Completion Report the Installation Services and Goods delivered shall be agreed to be in accordance with the Contract in all respects and the Customer shall not (subject to clause 8.5) thereafter be entitled to reject the Installation Services or Goods or to claim from Spiral Cellars in respect of any defect in the Installation Services or Goods.
8.5 In the case of an alleged breach of any warranty under clause 8.1 which was not apparent during the After Sales Visit, notice shall be given to Spiral Cellars within 14 days after discovery of the damage or other defect, otherwise clause 8.4 shall apply.
8.6 Where a claim is made in accordance with clause 8.5 which Spiral Cellars accepts, Spiral Cellars shall, at its discretion repair or replace the Goods and perform any Installation Services considered necessary by Spiral Cellars’ discretion (or the part in question) free of charge and thereafter Spiral Cellars shall have no further liability to the Customer in respect of that claim.
8.7 Nothing in these Conditions excludes or limits the liability of Spiral Cellars for:
8.7.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
8.7.2 fraud or fraudulent misrepresentation;
8.7.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
8.7.4 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (quiet title and possession);
8.7.5 defective products under the Consumer Protection Act 1987; or 8.7.6 any other matter in respect of which it would be unlawful for Spiral Cellars to exclude or restrict liability.
8.8 Spiral Cellars shall not be liable for any losses arising from the Customer’s subsequent use or misuse of the Goods including (without limitation):
8.8.1 fair wear and tear;
8.8.2 willful damage;
8.8.3 if the Customer makes any further use of such Goods after giving notice in accordance with clause 8.5;
8.8.4 the Customer alters or repairs the Goods or performs any Installation Services without the written consent of Spiral Cellars;
8.8.5 the Goods or Installation Services differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
8.8.6 the Customer’s negligence, or that of its agents or employees, or any failure to follow Spiral Cellars’ instructions as to use or installation of the Goods or carrying out of any Installation Services;
8.8.7 the Goods being used or installed in abnormal working conditions caused by the Customer; or
8.8.8 any alteration or repair of the Goods by the Customer by any process, save for any latent defect which means that the Goods did not comply with the warranty in clause 8.1.
8.9 Spiral Cellars’ entire liability for any breach of a warranty provided under clause 8.1 is to repair or replace free of charge any of the Goods or Installation Services.
8.10 Subject to clause 8.7, Spiral Cellars shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Spiral Cellars, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and the provision of the Installation Services (including any delay in supplying or any failure to supply the Goods and the provision of the Installation Services in accordance with the Contract or at all). 8.11 Subject to the terms of these conditions, the entire liability of Spiral Cellars whether in contract for (including negligence) breach of statutory duty or otherwise under or in connection with the Contract shall in no circumstances exceed the Price.

9. Force Majeure
9.1 Spiral Cellars shall not be responsible for any delay or failure to fulfill any of its obligations under the Contract nor be liable for any loss or damage suffered or incurred by the Customer or the Customer’s contractor by reason of any delay in delivery of the Goods and provision of the Installation Services or any part thereof caused directly or indirectly by any act of God, war, government or parliamentary restriction, import or export regulation, strike, lockout, trade dispute, fire, theft, flooding, breakdown of plant or premises, late or nondelivery of any supplies or any other cause whatsoever beyond the control of Spiral Cellars.

10. Copyright and Permissions
10.1 All copyright and other rights in the nature of copyright or any other intellectual property rights whatsoever in the Goods and Installation Services or any materials derived therefrom are reserved to the copyright owner and the Customer irrevocably acknowledges and agrees that the supply of Goods and provision of the Installation Services to it by Spiral Cellars shall not serve to transfer any such rights.

11. Termination
11.1 Either party shall be entitled, upon notice and without any liability whatsoever, to immediately terminate the Contract forthwith in the event of the other party:-
11.1.1 committing any material breach of any term or provision of the Contract (including, for the avoidance of doubt, these Conditions) which is not capable of cure or which is not cured within 30 days of written notice by the non-defaulting party if curable; or
11.1.2 going into liquidation, having a receiver, administrator or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or apparently insolvent or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which render any of the foregoing likely to occur in any jurisdiction
11.2 In the rare case of extreme ground difficulties which could affect the good installation of a cellar, either party may agree a variation to the Contract or terminate the Contract. In such event, Spiral Cellars shall make good any excavation up to the point of termination and the Customer will be reimbursed any payments made up to that date after deduction of the cost of the Installation Services performed by Spiral Cellars up to such termination.
11.3 Termination of the Contract by the Customer shall not discharge any pre-existing liability of the Customer to Spiral Cellars and on such termination Spiral Cellars shall be entitled to recover from the Customer such loss or damage as Spiral Cellars has suffered by reason of such termination.

12. Data Protection
12.1 The Customer agrees that Spiral Cellars may process its personal data in accordance with the Data Protection Act 1998 and any other applicable data protection legislation for performance of its obligations under this Contract. Spiral Cellars may also process the Customer’s personal data for operational, administrative, legal management or marketing purposes.

13. General
13.1 No failure of or delay by Spiral Cellars to exercise any right, power, remedy or privilege shall operate as a waiver of the same.
13.2 If any provision of these Conditions shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Conditions but the validity and enforceability of the remainder of these Conditions shall not be affected.
13.3 Any notices or other communications required or permitted to be given by Spiral Cellars to the Customer, or vice versa, under these Conditions shall be in writing and sent, in the case of notices to Spiral Cellars, to the address given in these Conditions (or such other address as may be intimated to the Customer from time to time) and, in the case of notices to the Customer, to the Customer’s last known address. Notices and other communications shall be sent by first class mail, or delivered by hand and shall be deemed to have been received, in the case of first class mail, 72 hours after posting, and by delivery by hand, at the time of delivery.
13.4 Spiral Cellars may assign any benefit or transfer, delegate or sub-contract any of its duties and obligations under these Conditions to any third party without the Customer’s consent.
13.5 The Customer may not assign any benefit or transfer, delegate or sub-contract any of its duties and obligations under these Conditions assign or otherwise deal with the Contract or any part of it without Spiral Cellars’ prior written consent.
13.6 Save as expressly provided for in these Conditions no term of these Conditions or the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any third party.

14. Jurisdiction and governing law
14.1 This Contract shall be governed in all respects by the law of England and Wales and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.