THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 9 (LIMITATION OF LIABILITY)
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 9.5.

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 which the Completion Report is agreed.

1.5 “Completion Report” means the completion report signed by the Customer confirming the Customer’s acceptance of the Installation Services in accordance with clause 9.5.

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 individual acting as a consumer who orders or buys Goods and Installation Services from Spiral Cellars.

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 “Event Outside Spiral Cellars’ Control” has the meaning as set out under clause 10.2.

1.11 “Goods” means the goods which are the subject of the Contract as set out in the Estimate.

1.12 “Installation Services” means the installation services which are set out in the Sales Order including any After Sales Visit(s).

1.13 “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.

1.14 “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.

1.15 “Sales Order” means the sales order provided to the Customer by Spiral Cellars confirming acceptance of the Estimate in accordance with clause 2.5.

1.16 “Site” the site address given in the Estimate specifying the location for the delivery of the Goods and the provision of the Installation Services.

1.17 “Specification” means the specification of the Goods and the Installation Services as set out in the Estimate.

1.18 “Spiral Cellars” means Spiral Cellars Limited (company registration number 5179010) with registered offices at Highfield, The Rise, East Horsley, Surrey KT24 5BJ.

1.19 “Warranty Period” means the period of 5 years from Completion.

 

2. Acceptance of Estimates

2.1 These are the terms and conditions on which Spiral Cellars supplies the Goods and provides the Installation Services to the Customer.

2.2 The Customer must ensure that they read these Conditions carefully, and check that the details on the Estimate and in these Conditions are complete and accurate, before they accept them. If the Customer thinks that there is a mistake or it requires any change, they must contact Spiral Cellars to discuss this. Spiral Cellars will confirm any changes in writing to avoid any confusion between the Customer and Spiral Cellars in accordance with clause 2.4.

2.3 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.

2.4 Spiral Cellars intends to rely on these Conditions, the Estimate and the Sales Order. If the Customer requires any changes, they must ask for them to be put in writing. This can help avoid any problems about what the Customer expects from Spiral Cellars and what Spiral Cellars expects from the Customer.

2.5 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 7.1.1 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 4.4 for any asbestos survey undertaken in accordance with clause 4.3.2 but if any other payment has been made by the Customer it will be returned by Spiral Cellars. Oral agreements made by Spiral Cellars or by any of its authorised representatives are always non-binding until confirmed in writing.

2.6 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.

2.7 Spiral Cellars shall assign an order number to the Sales Order and inform the Customer of it when the Sales Order is issued in accordance with clause 2.5. The Customer must quote the order number in all subsequent correspondence with Spiral Cellars relating to the order.

2.8 The images of the Goods on Spiral Cellars’ website and in its catalogues or brochures are for illustrative purposes only. Spiral Cellars makes every effort to show the latest representation of its product design, however it regularly develops its products so images may not show the latest version and the Goods may vary slightly from those images. Although Spiral Cellars has made every effort to display the colours accurately, Spiral Cellars cannot guarantee that a Customer’s computer display of the colours or the printed pictures accurately reflect the colour of the Goods.

 

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 a result of changes in relevant laws and regulatory requirements.

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.

3.3 The Customer may make a change to its order for Goods and the Installation Services at any time up to 2 working days prior to the Commencement Date by notifying Spiral Cellars in writing. Where this means a change in the total price of the Goods and Installation Services, Spiral Cellars will notify the Customer of the amended price in writing. The Customer can choose to cancel the order in accordance with clause 11 in these circumstances.

3.4 If the Customer intends to cancel an order before it has been fulfilled, they must do so in accordance with clause 11.

 

4. Initial Site Survey

4.1 The Customer acknowledges that timescales for the provision of the Installation Services will vary depending on the availability of the Goods and the Site.

4.2 Spiral Cellars will contact the Customer with an estimated date when the Goods will be delivered and the Installation Services performed following the delivery of a Sales Order. Occasionally delivery of the Goods and performance of the Installation Services to the Customer may be affected by an Event Outside Spiral Cellars’ Control. See clause 10 for Spiral Cellars’ responsibilities when this happens.

4.3 Before any Goods can be installed by Spiral Cellars at the Site the Customer will:

4.3.1 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 4.4 and taking pictures of the Site in accordance with clause 4.5; 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;

4.3.2 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 cost; following which, details of the Installation Services and Goods required including the Price will be included in the Estimate.

4.4 Where a Customer has requested Spiral Cellars to undertake an asbestos survey of the Site in accordance with clause 4.3.2 Spiral Cellars will inform the Customer of the cost of such survey and if agreed the Customer shall pay Spiral Cellars costs of undertaking such survey immediately either 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 payment of 80% of the Price is due in accordance with clause 7.1.2.

4.5 As part of the survey of the Site or during any subsequent pre-installation 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. If the goods are faulty or there is a problem with the installation services

5.1 As a consumer, the Customer has legal rights in relation to Goods that are faulty or not as described and Installation Services not carried out with reasonable skill and care. Advice about a consumer’s legal rights is available from a local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Conditions will affect these legal rights.

 

6. Delivery of goods and provision of the installation services

6.1 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 8.2.3 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 in order for it to perform the Installation Services.

6.2 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.

 

7. Price and payment

7.1 The Price and Additional Costs shall be paid by the Customer to Spiral Cellars in cleared funds as follows (the “Due Dates”):

7.1.1 10% of the Price on the date of the Sales Order;

7.1.2 80% of the Price 14 days prior to the Commencement Date; and

7.1.3 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.

7.2 If a concession is specified in the Sales Order, the Price and Additional Costs shall be paid by the Customer to Spiral Cellars in cleared funds as follows (the “Due Dates”):

7.2.1 10% of the Price on the date of the Sales Order;

7.2.2 90% of the Price 14 days prior to the Commencement Date

7.3 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 which were not foreseeable in any survey previously conducted by Spiral Cellars, the Customer will be charged for the actual cellar depth installed, in accordance with the price list in force as at the date of the Sales Order.

7.4 In the event of postponement by the Customer less than 28 days prior to the Commencement Date, Spiral Cellars shall inform the Customer of any Additional Charges due as a result of the postponement which shall be payable in accordance with clauses 7.1.1 to 7.1.3 above to cover costs incurred prior to such postponement subject to Spiral Cellars using its reasonable endeavours to mitigate its losses. Spiral Cellars will be entitled to retain any prepayments already received from the Customer.

7.5 If any installment of the Price due under clauses 7.1.2 or 7.1.3 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:

7.5.1 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 7.3 will apply;

7.5.2 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).

7.6 The Customer shall reimburse Spiral Cellars all costs and expenses incurred by Spiral Cellars in connection with the recovery of any money due to Spiral Cellars under the Contract.

7.7 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, counter-claim or present or future taxes.

7.8 If the Customer is required under any applicable law to withhold or deduct any amount from the payments due to Spiral Cellars, the Customer shall increase the sum it pays to Spiral Cellars by the amount necessary to leave Spiral Cellars with an amount equal to the sum it would have received if no such withholdings or deductions had been made.

7.9 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.

7.10 All amounts due to Spiral Cellars under the Contract shall become due immediately if the Contract is terminated despite any other provision.

7.11 No payment shall be deemed to have been made until Spiral Cellars has received payment in full cleared funds.

 

8. Customer Warranties

8.1 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.

8.2 The Customer warrants that:

8.2.1 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.

8.2.2 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.

8.2.3 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 7.1.3.

 

9. Warranties guarantee and limitation of liability

9.1 Subject to clause 9.5.2, Spiral Cellars warrants that:

9.1.1 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;

9.1.2 it has the right to sell the Goods and to provide the Installation Services to the Customer; and

9.1.3 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.

9.2 The warranty at clause 9.1 is in addition to the Customer’s legal rights in relation to the Goods that are faulty or not as described. Advice about a consumer’s legal rights is available from a local Citizens’ Advice Bureau or Trading Standards office.

9.3 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 in 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.

9.4 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.

9.5 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:

9.5.1 agree the Completion Report; or

9.5.2 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 9.6) 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.

9.6 In the case of an alleged breach of any warranty under clause 9.1 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 9.5 shall apply.

9.7 Where a claim is made in accordance with clause 9.6 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.

9.8 Nothing in these Conditions excludes or limits the liability of Spiral Cellars for:

9.8.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

9.8.2 fraud or fraudulent misrepresentation;

9.8.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

9.8.4 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (quiet title and possession);

9.8.5 defective products under the Consumer Protection Act 1987; or

9.8.6 any other matter in respect of which it would be unlawful for Spiral Cellars to exclude or restrict liability.

9.9 Spiral Cellars shall not be liable for any losses arising from the Customer’s subsequent use or misuse of the Goods including (without limitation):

9.9.1 fair wear and tear;

9.9.2 willful damage;

9.9.3 accident;

9.9.4 if the Customer makes any further changes to the Goods after giving notice in accordance with clause 9.6;

9.9.5 the Customer alters or repairs the Goods or performs any Installation Services without the written consent of Spiral Cellars;

9.9.6 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;

9.9.7 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;

9.9.8 the Goods being used or installed in abnormal working conditions caused by the Customer; or

9.9.9 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 9.1.

9.10 Subject to clause 9.14, Spiral Cellars entire liability for any breach of a warranty provided under clause 9.1 is to repair or replace free of charge any of the Goods or Installation Services.

9.11 If Spiral Cellars fails to comply with these Conditions, it is responsible for loss or damage the Customer suffers that is a foreseeable result of Spiral Cellars’ breach or negligence. Loss or damage is foreseeable if they were an obvious consequence of the breach or if they were contemplated by the Customer and Spiral Cellars at the time the parties entered into the Contract.

9.12 Spiral Cellars only supplies the Goods and performs the Installation Services for domestic and private use. The Customer agrees not to use the Goods for any commercial, business or re-sale purpose, and Spiral Cellars has no liability to the Customer for any loss or profit, loss of business, business interruption, or loss of business opportunity.

9.13 Subject to clause 9.8, 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).

9.14 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 twice the Price.

 

10. Event outside Spiral Cellars’ control

10.1 Spiral Cellars will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Conditions that is caused by an Event Outside Spiral Cellars’ control.

10.2 An Event Outside Spiral Cellars’ Control means any act or event beyond its reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

10.3 If an Event Outside Spiral Cellars’ Control takes place that affects the performance of its obligations under these Conditions:

10.3.1 Spiral Cellars will contact the Customer as soon as reasonably possible to notify the Customer; and

10.3.2 Spiral Cellars’ obligations under these Conditions will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Spiral Cellars’ Control. Where the Event Outside Spiral Cellars’ Control affects its delivery of Goods to the Customer, Spiral Cellars will arrange a new delivery date with the Customer after the Event Outside Spiral Cellars’ Control is over.

10.4 The Customer may cancel the contract if an Event Outside Spiral Cellars’ Control takes place and the Customer no longer requires Spiral Cellars to provide the Goods. Please see the Customer’s cancellation rights under clause 11. Spiral Cellars will only cancel the Contract if the Event Outside Spiral Cellars’ Control continues for longer than 6 weeks in accordance with its cancellation rights in clause 12.

 

11. The customer’s right to cancel and applicable refund

11.1 The Customer has the following rights to cancel a Contract, including where the Customer chooses to cancel because Spiral Cellars is affected by an Event Outside Spiral Cellars’ Control:

11.1.1 before Spiral Cellars has begun to perform the Installation Services the Customer has a period of seven (7) working days from the date of the Sales Order, which is when the Contract is formed between the Customer and Spiral Cellars, in which to cancel a Contract, starting from the day after the day in which the Goods have been delivered or the Installation Services commenced by contacting Spiral Cellars in writing and subject to the Goods being returned in their original condition. Working days means that Saturdays, Sundays and public holidays are not included in this period Spiral Cellars will confirm the Customer’s cancellation in writing. The Customer acknowledges and agrees that where it instructs Spiral Cellars to commence the Installation Services or delivery of the Goods before its right to cancel the Contract expires, that right shall cease immediately upon the commencement of the Installation Services or the commencement of the delivery of the Goods;

11.1.2 if the Customer cancels a Contract under clause 11.1.1 and the Customer has made payment for the Goods or any Installation Services in accordance with clause 7.1 then Spiral Cellars will refund these amounts back to the Customer less any reasonable:

11.1.2.1 delivery and return costs; and

11.1.2.2 costs for inspecting the returned Goods;

11.1.2.3 costs for any Installation Services performed;

11.1.2.4 costs of any asbestos survey carried out in accordance with clause
4.3.2;

11.1.2.5 costs for returning the Site to its original condition; incurred by Spiral Cellars.

 

12. Spiral Cellars’ right to cancel and applicable refund

12.1 If Spiral Cellars has to cancel a Contract before the Goods are delivered:

12.1.1 Spiral Cellars may have to cancel a Contract before the Goods are delivered if an Event Outside Spiral Cellars’ Control or the unavailability of stock Spiral Cellars will promptly contact the Customer if this happens;

12.1.2 if Spiral Cellars has to cancel a Contract under clause 12.1.1 and the Customer has made payment in accordance with clause 7.1 for Goods or Installation Services that have not been delivered or performed by Spiral Cellars will refund these amounts to the Customer.

 

13. Copyright and permissions

13.1 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.

 

14. Termination

14.1 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:

14.1.1 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

14.1.2 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.

14.2 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 and Spiral Cellars’ costs of returning the Site to its original condition.

14.3 Termination of the Contract by the Customer shall not discharge any preexisting 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.

 

15. Data protection

15.1 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.

 

16. General

16.1 Where the Customer has any questions or any complaints, they should please contact Spiral Cellars by telephoning its customer service team at 0203 815 3329 or by emailing info@spiralcellars.com.

16.2 No failure of or delay by Spiral Cellars to exercise any right, power, remedy or privilege shall operate as a waiver of the same.

16.3 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.

16.4 If Spiral Cellars fails to insist that the Customer performs any of their obligations under these Conditions, or if Spiral Cellars does not enforce its rights against the Customer, or if Spiral Cellars delays in doing so, that will not mean that Spiral Cellars waived its rights against the Customer and will not mean that the Customer does not have to comply with those obligations. If Spiral Cellars does waive a default by the Customer it will only do so in writing, and that will not mean that Spiral Cellars will automatically waive any later default by the Customer.

16.5 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 Customer from time to time) and, in the case of notices to the Customers, 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.

16.6 Spiral Cellars may assign any benefit or transfer, delegate or subcontract any of its duties and obligations under these Conditions to any third party without the Customer’s consent but will always notify the Customer in writing if this happens. This will not affect the Customer’s rights or Spiral Cellars’ obligations under these conditions.

16.7 The Customer may transfer the benefit of the warranty in clause 9.1 to any purchaser of its property. The Customer may only assign any benefit or transfer, delegate or sub-contract any of its duties and obligations under these Conditions or otherwise deal with the Contract or any part of it without Spiral Cellar’s prior written consent.

16.8 This contract is between Spiral Cellars and the Customer. No other person shall have any rights to enforce any of its terms. However, the purchaser of the Customer’s property will have the benefit of the warranty at clause 9.1 if the Customer transfers it to them, but Spiral Cellars and the Customer will not need their consent to cancel or make any changes to these Conditions.

 

17. Jurisdiction and governing law

17.1 These conditions are governed by English law. The parties both agree to submit to the exclusive jurisdiction of the English courts. However, if the Customer is a resident of Northern Ireland it may also bring proceedings in Northern Ireland, and if the Customer is a resident of Scotland, they may also bring proceedings in Scotland.

17.2 Nothing in this clause 17 shall limit the right of Spiral Cellars to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude Spiral Cellars from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.W