Terms & Conditions

Terms and Conditions USA

Welcome to the Carteirra web site (the “Web Site”). Please review the following terms of use (the “Terms”) that govern your access to and use of the Web Site. Please note that your use of and access to our Web Site constitutes your agreement to comply with and be bound by the Terms. These Terms may be updated and changed by us from time to time, in our sole discretion. Your continued use of this Web Site following any changes to these Terms will be deemed to constitute your acceptance of such change. To review Carteirra’s Privacy Policy, please click here.

Permitted Users

This Web Site is intended to be used and accessed by persons who are of the legal age to purchase and consume alcohol. You must be 21 years of age or older to use and access this Web Site. If you are not, please exit this Web Site immediately. By continuing, you affirm that you are 21 years of age or older.

Sales of Carteirra Wine and Services

All sales and purchases of any Carteirra goods or services by and between Carteirra and any users of the Web Site or any other persons (“Customers”) are governed by a Customer Purchase Agreement. Prior to making any purchases of Carteirra goods or services, you must read and agree to the terms and conditions set forth in the applicable Customer Purchase Agreement. To view the Customer Purchase Agreements, click here.

Use of Material

Except as otherwise provided herein, all rights to all materials, content, layout, images, text, design (and any underlying software and computer codes) of this Web Site are proprietary to Carteirra and its affiliates. You may browse the Web Site and may download material displayed on the Web Site for non-commercial, lawful, personal use only provided all copyright and other proprietary notices contained on the material so downloaded are retained and such information is not modified, copied or posted on any networked computer or broadcast in any media. All other copying, reproduction, posting on any other web site, republication, downloading, uploading, encoding, modification, translation, public performance or display, distribution or transmission of any portion of this Web Site, or the making of any derivative works from this Web Site, is prohibited.

User Submissions

This Web Site may now or in the future permit the submission, sharing or publishing of photographs, videos, comments, communications or other content submitted by you and other users (“User Submissions”). Other than personally identifiable information, which is covered under the Carteirra Privacy Policy set forth below and also available here, any User Submission you transmit or post to this Web Site will be considered non-confidential. In addition, by submitting any User Submission to Carteirra, you hereby grant Carteirra a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the User Submission in connection with the Web Site and Carteirra’s business. You hereby grant each user of the Web Site a non-exclusive license to access your User Submissions through the Web Site and to display and publicly perform such User Submissions as permitted through the functionality of the Web Site and under these Terms.

In connection with User Submissions, you agree that you will not submit material that: (1) is copyrighted, subject to privacy or publicity rights or otherwise subject to third party proprietary rights unless you are the owner of such rights or have permission from the owner to submit the material and to grant Carteirra all of the license rights granted herein; (2) is unlawful, obscene, harassing, defamatory, libelous, pornographic, hateful, racially or ethnically offensive or is otherwise inappropriate; (3) could damage the reputation of Carteirra or any third party; or (4) impersonates another person. Carteirra reserves the right to remove any User Submissions at its sole discretion and without notice or liability to you or to any other person.

Carteirra does not endorse any User Submission or any opinion, recommendation or advice therein, and Carteirra expressly disclaims any and all liability in connection with any User Submission. You understand and agree that you may be exposed to User Submissions that are inaccurate, offensive or otherwise objectionable, and you hereby agree to waive and hereby do waive any legal or equitable rights or remedies you may have against Carteirra with respect thereto.

DISCLAIMER OF WARRANTIES

CARTEIRRA DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE WEB SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, CARTEIRRA SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. THE WEB SITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. CARTEIRRA, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CARTEIRRA MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS.

ANY USE OF THE WEB SITE IS AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE WEB SITE AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU.

LIMITATION OF LIABILITY

YOU AGREE THAT CARTEIRRA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR PERFORMANCE OF OR BROWSING IN THE WEB SITE, OR YOUR LINKS TO OTHER SITES FROM THIS WEB SITE, EVEN IF CARTEIRRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT CARTEIRRA SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SHOULD A JURISDICTION BE ADVERSE TO A LIMITATION OR EXCLUSION OF WARRANTIES, SUCH PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND THE OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

Indemnity

You agree to defend, indemnify and hold harmless Carteirra, its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your unauthorized use of the Web Site or from any breach by you of the Terms, including without limitation any actual or alleged violation of any federal, state or local statute, ordinance, administrative order, rule or regulation. Carteirra shall provide notice to you promptly of any such claim, suit or proceeding and shall have the right to control the defense of such action, at your expense, in defending any such claim, suit or proceeding.

Termination

At its sole discretion, Carteirra may modify or discontinue the Web Site, or may modify or terminate your access to the Web Site, for any reason, with or without notice to you and without liability to you or any third party.

Linking

Carteirra may provide links to web sites owned or operated by third parties. Carteirra does not endorse the content or any products or services available on such web sites and is not responsible for such content or its security. Your linking to any other web sites from this Web Site is at your own risk.

General

This Agreement is governed by the laws of the State of California without regards to its conflict of laws principles. If any provision of this Agreement is found to be invalid in any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Any offer for any product, feature, service or application made on this Web Site is void where prohibited.

Carteirra UK Limited

Terms and Conditions for Online Purchases

1. General

1.1 The following terms and conditions (the “Conditions“) govern Carteirra UK Limited’s sale of goods on www.carteirra.com (the “Goods” and the “Website“).

1.2 References in the Conditions to “Carteirra“, “we“, “our” or “us” are references to Carteirra UK Limited. References to “you” or “your” are references to any user that places an order for Goods on the Website (an “Order”).

1.3 These Conditions will apply to any contract between us for the sale of Goods to you (the “Contract”). Please therefore read these Conditions carefully and make sure you understand them before placing an Order. Please note that before placing an Order you will be asked to agree to these Conditions. You may wish to print a copy of these Conditions or save them to your computer for future reference.

1.4 We amend these Conditions from time to time. Every time you place an Order on the Website, the Conditions in force at that time will apply to the Contract between you and us.

1.5 These Conditions, and any contract between you and Carteirra, is only in the English language.

2. Information about us

2.1 Carteirra UK Limited is a company incorporated in England and Wales under registration number 08278853, whose registered office is at 50 Jermyn Street, St. James’s, London, SW1Y 6LX. Our main trading address is at 50 Jermyn Street, St. James’s, London, SW1Y 6LX and our VAT number is 150 5510 48.

2.2  To contact us, please visit our Contact Us page.

3. Registration

You must be eighteen (18) years or over and have completed our registration process before you can place an Order. You must ensure that the personal details which you are required to provide when you register on the Website or at any other time are accurate, current and complete in all respects and you must inform us immediately of any changes to that information by updating your personal details either on the Website or by contacting our Customer Services team. You are responsible for maintaining the confidentiality of your registration details.

4. Basis of contract

4.1 For the steps you need to take to place an Order on the Website, please visit our How to Shop Online page.

4.2 Our Order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each page of the Order process.

4.3  After you place an Order, you will receive an e-mail from us acknowledging that we have received your Order. However, please note that this does not mean that your Order has been accepted by us. We will confirm our acceptance of your Order by sending you a further confirmatory e-mail (the “Order Confirmation”). The Contract between us for supply of the Goods in your Order shall only be formed when we send you the Order Confirmation.

5. The Goods

5.1 All Goods shown on the Website are subject to availability. We will make all reasonable efforts to update the Website as soon as stock is no longer available. We will inform you by e-mail as soon as possible if the Goods in your Order are not available or available for production and we will cancel your Order in accordance with Condition 10.1(b).

5.2 The images and descriptions of the Goods on the Website and in any brochures, price lists and other documents issued by us from time to time are for illustrative and general informational purposes only. You acknowledge and agree that due to inevitable variations in harvest quality and vinification conditions there are unavoidable differences in wine vintages and the Goods in your Order may vary from the images and descriptions on the Website on delivery.

5.3 The Goods delivered to you shall comply in all material respects with the Goods-specific tasting notes and harvest reports issued by us in respect thereof (if any), subject always to the acknowledgment that the taste, colour and nose of wines change as they mature. We do not give any other representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

5.4 In order to enable you to follow the changing nature of the Goods in your Order, you may be invited to attend tastings or order samples of your Goods at different stages of their maturity, such tastings and samples to be charged at an additional cost to you.

5.5 We reserve the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or which do not materially affect their quality or performance.

5.6 You shall not resell, distribute or otherwise commercially exploit the Goods in any way.

5.7 If any of the Goods is a single varietal wine, other varietals will only be blended into the wine at the request of the Customer.

5.8 We will retain and securely store for a period of three (3) years for the purposes of quality control a quantity of the Goods in your Order equal to six (6) bottles per barrel ordered (approximately 4.5 litres). We shall provide you with replacement Goods of an equivalent volume, quality and value in substitute of this retained stock.

6. Pricing

6.1 The prices of the Goods are as quoted on the Website from time to time. Subject to clause 6.2, changes to prices of the Goods will not affect any Order which is the subject of an Order Confirmation.

6.2 We reserve the right to increase the price of the Goods following your Order and make subsequent payment demands to reflect any increase in our costs that is beyond our reasonable control (including but not limited to foreign exchange fluctuation, currency regulation, alteration of duties and increases in labour, materials and production costs). We may similarly increase the price of the Goods in your Order and make additional demands for payment as a result of any change in delivery dates, quantities or specifications of the Goods by you.

6.3 The price of Goods on the Website includes UK Value Added Tax (“VAT”) at the applicable current rate chargeable in the UK from time to time. Please note that we do not currently offer VAT-free prices for online customers resident in the Channel Islands.

6.4 Subject to Conditions 8.2(b) and 8.10(b), the price of Goods on the Website includes our delivery charges. The price of Goods does not include any import duties and taxes that apply to your Order and its delivery, such duties and taxes to be charged to and paid by you as an additional cost in advance of delivery. Please note that we have no control over these duties and taxes and we cannot predict their amount.

7. Payment

7.1  You shall on placing your Order with us choose whether payment of the total value of the Goods, taxes and duties (the “Price”) will be made:

(a) as a single one-off payment in accordance with Condition 7.2; or

(b) by three (3) instalments in accordance with Condition 7.3.

7.2 Where you choose to make a single one-off payment of the Price pursuant to Condition 7.1(a), we shall be immediately entitled to invoice you on issue of the Order Confirmation for a sum equal to:

(a) the Price; less

(b) a sum equal to twenty percent (20%) of the Price (rounding down to the nearest pound sterling)

(the “Discounted Payment”).

For the avoidance of doubt, payment of the Discounted Payment by you in accordance with this Condition 7 shall be deemed to constitute full payment of the Price.

7.3 Where you choose to make payment of the Price in instalments pursuant to Condition 7.1(b), we shall immediately be entitled to invoice you for payment of:

(a) a sum equal to fifty percent (50%) of the Price (rounding up to the nearest pound sterling), on issue of the Order Confirmation;

(b) a sum equal to 40 percent (40%) of the Price (rounding up to the nearest pound sterling), on completion of the harvest of the Goods’ raw components;

(c) the remainder of the Price on completion of the bottling of the Goods.

(each an “Instalment”).

7.4 You shall pay the Discounted Payment or Instalments (as applicable):

(a) in full and in cleared funds without deduction or set off;

(b) to a  bank account nominated in writing by us;

(c) within fifteen (15) days of the date of an invoice for the same (the “Due Date”), time for payment being of the essence of the Contract.

7.5 Without limiting any other right or remedy we have, if you fail to make any payment due under the Contract by the Due Date, we shall have the right to charge interest on the overdue amount at the rate of eight per cent (8%) per annum above the then current Bank of England’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

8. Delivery

8.1  On completion of your Order’s production, we shall transport to and securely store your Order in a bonded warehouse at a location of our choosing. We shall notify you within ten (10) days of the arrival of your Order at the bonded warehouse (the “Storage Notice”).

8.2 You shall within ten (10) days of the date of the Storage Notice notify us as to whether delivery of your Order is to be made:

(a) as a single bulk delivery; or

(b) in instalments on an on-demand basis, for which additional charges shall be agreed between you and us and paid by you in advance of delivery

(the “Delivery Option Notice”).

8.3 Where there is to be a single bulk delivery of your Order, we shall contact you following our receipt of your Delivery Option Notice to agree the date on which delivery will be made (the “Bulk Delivery Date”).

8.4 Subject always to your compliance with Conditions 7 and 8.2(b) and Conditions 8.7 to 8.9 inclusive, we shall deliver your Order to the location specified in your Order (the “Delivery Location”):

(a) where there is a single bulk delivery, on the Bulk Delivery Date;

(b) where delivery is in instalments, within ten (10) days of a written request for delivery specifying the quantity and type of Goods (if they vary within your Order) to be delivered in the instalment (the due date for delivery being the “Instalment Delivery Date”).

8.5 Where there is a single bulk delivery, we may deliver your Order prior to the Bulk Delivery Date provided that we give reasonable notice of the date and time of such delivery.

8.6 Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Location.

8.7 All Orders must be signed for on delivery by a person of not less than eighteen (18) years of age. If nobody of that age is present at the Delivery Location when delivery is attempted, your Order will be retained by us and you will be deemed to have failed to take delivery of your Order.

8.8 You may place an Order from outside the UK, but this Order must be for delivery to a location in the UK and its offshore islands, including the Channel Islands and Isle of Man.

8.9 The Bulk Delivery Date and Instalment Delivery Date are provisional and approximate only and time of delivery is not of the essence. We shall not be liable for any delay in delivery of your Order that is caused by an Event Outside Our Control (as defined below) or a failure by you to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

8.10 If you fail to take delivery of your Order when attempted:

(a) delivery of your Order shall be deemed to have been completed at 9.00 am on the Bulk Delivery Date or Instalment Delivery Date (as applicable); and

(b) we shall store your Order until delivery takes place, and charge you for all related costs and expenses including but not limited to insurance, storage costs and costs of repeated delivery.

8.11 If within sixty (60) days of the Bulk Delivery Date or Instalment Delivery Date (as applicable) you have not taken delivery:

(a) of your total Order where your Delivery Option Notice provided for a single bulk delivery; or

(b) the Goods you requested for delivery where your Delivery Option Notice provided for delivery in instalments

we may resell or otherwise dispose of your total Order or the Goods requested (as applicable) and, after deducting our storage and sales costs, we shall account to you for any excess above the Price of those Goods or charge you for any shortfall below the Price of those Goods.

9. Title and risk

Title and the risk in the Goods that make up your Order shall pass to you on completion of delivery.

10. Cancellation

10.1 We may cancel your Order and terminate the Contract between us at any time with immediate effect:

(a) by not less than thirty (30) days’ notice in writing to you;

(b) by notice in writing where we are unable to fulfil your Order due to insufficient stock of Goods, Goods being unavailable for production, or price errors on the Website;

(c) by notice in writing where you fail to comply with your payment obligations under the Contract. Termination on this basis shall be without prejudice to our right to claim interest on any unpaid sums in accordance with Condition 7.5;

(d) by notice in writing where you are in material breach of the Contract and (if that breach is remediable) you fail to remedy that breach within thirty (30) days of being notified of that breach in writing;

(e) by notice in writing where you are declared insolvent, bankrupt, have a liquidator, receiver or administrative receiver appointed or pass a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction) or if a court having proper authority makes an order to that effect;

(f) by notice in writing where you enter into administration, are the subject of an administrative order, bankruptcy petition or order, or propose to or enter any voluntary arrangement with your creditors in the context of a potential liquidation; or

(g) by notice in writing where you are the subject of any events or circumstances analogous to any of the events described in Conditions 10.1(e) and (f) in an applicable jurisdiction.

10.2 You may cancel your Order and terminate the Contract between you and us at any time with immediate effect by notice in writing to us during the first thirty (30) days after you place your Order with us.

10.3 Where we cancel your Order and terminate the Contract pursuant to Conditions 10.1(a) or (b), we shall refund all sums paid by you to us in connection with that Order prior to the date of cancellation/termination.

10.4 Where you cancel your Order and terminate the Contract pursuant to Condition 10.2, we shall refund:

(a) all sums paid by you to us in connection with that Order prior to the date of cancellation/termination; less

(b) any costs reasonably incurred by us in connection with your Order prior to the date of cancellation/termination.

10.5 Where the total costs referred to in Condition 10.4(b) exceed the total sums referred to in Condition 10.4(a) we shall invoice you for and you shall pay to us within fifteen (15) days of the date of such invoice a sum equal to the excess.

11. Returns

11.1 Subject to Condition 11.2, you must notify us immediately in writing if there are any material defects in the Goods, in which case we shall at our option:

(a) replace at our cost the defective Goods on a like-for-like basis or, where that is not reasonably practicable, replace the defective Goods with Goods of an equivalent volume, quality and value; or

(b) refund the proportion of the Price paid in respect of the defective Goods and the cost of return of those defective Goods to us.

Once we have complied with our obligations under this Condition 11.1, we shall have no further liability to you in respect of the defective Goods.

11.2 We shall only be liable to replace or issue a refund to you in respect of defective Goods that you notify us of during the first twelve (12) calendar months following delivery of the Goods to you.  We shall not be liable for and you may not return to us Goods that have not been found to be defective.

11.3 We shall not be liable in respect of any defect in the Goods arising from fair wear and tear, wilful damage, negligence, subjection to abnormal conditions, storage or transport contrary to any warnings or instructions issued by us from time to time, misuse or alteration of the Goods without our approval, or any other act or omission on your part.

11.4 You shall be responsible for ensuring that, except to the extent that instructions as to the use of the Goods are contained in the packaging or labelling of the Goods, any use of the Goods by you is in compliance with all applicable statutory regulations and you shall indemnify us against any costs, liability, loss or damage which we suffer or incur as a result of your failure to comply with this obligation.

11.5 These Conditions shall apply to any replacement Goods supplied by us to you.

12. Liability

12.1 Nothing in these Conditions shall limit liability in respect of any claims:

(a) for death or personal injury caused by negligence;

(b) resulting from any fraud including fraudulent misrepresentation; or

(c) for which liability may not otherwise lawfully be limited or excluded.

12.2 Nothing in these Conditions shall limit your liability in respect of any indemnity provided by you to us under these Conditions.

12.3 Subject to Condition 12.1, we shall not be liable to you (whether in contract, tort including negligence or otherwise) for any special, indirect or consequential loss or damage or any business loss, damage to goodwill or loss of profits suffered by you.

12.4 Subject to Condition 12.1, you shall not be liable to us (whether in contract, tort including negligence or otherwise) for any special, indirect or consequential loss or damage suffered by us.

12.5 Subject to Conditions 12.1 and 12.3, our aggregate liability to you under or in connection with any Order shall be limited to a sum equal to the Price of that Order.

13. Events outside our control

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control.

13.2 An Event Outside Our Control means any act or event beyond our 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, including poor harvest, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

(a) we will contact you as soon as reasonably possible to notify you;

(b)  our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Subject to Condition 13.3(c), where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new date for delivery with you after the Event Outside Our Control is over; and

(c) the Contract between us will terminate if the Event Outside Our Control subsists for a period exceeding six (6) calendar months, unless agreed otherwise in writing in advance of such termination.

14. Communications

14.1 Any notice or other communications required to be given under or in connection with these Conditions shall be in writing and shall be deemed received and properly served:

(a)  immediately when posted on the Website;

(b) subject to Conditions 14.2 and 14.3, immediately when delivered by hand;

(c) subject to Conditions 14.2 and 14.3, twenty-four (24) hours after an e-mail is sent; or

(d)  subject to Conditions 14.2 and 14.3, three (3) days after the date of posting of any letter by registered first class post or recorded delivery.

14.2 Any notices given by us to you by hand, email or post must be to the addresses provided to us in your Order.

14.3 Any notices given by you to us must be delivered by hand or sent by post to our registered address. Notice given by you by e-mail shall not constitute a properly served notice under this Condition 14.

15. Other important condition

15.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Conditions. You may only transfer your rights or your obligations under these Conditions to another person if we agree in writing that you may do so.

15.2 The Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

15.3 Each of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining Conditions will remain in full force and effect.

15.4 These Conditions and the documents referred to herein constitute the entire agreement and understanding between you and us in respect of the matters dealt with within them and supersede any previous agreements between you and us relating to such matters. You represent and undertake that in entering into a Contract in accordance with these Conditions you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person other than as expressly set out in these Conditions. Nothing in these Conditions shall operate to exclude any liability for fraud.

15.5  If we fail to insist that you perform any of your obligations under these Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

15.6 These Conditions are governed by English law and any dispute arising out of or in connection with them shall be subject to the non-exclusive jurisdiction of the English courts.

© Carteirra UK Limited

Carteirra UK | Website Terms of Use

Introduction

1. Your access to and use of the website at www.carteirra.com (the “Website“) is governed by the following terms and conditions (the “Terms of Use“).

2. Any reference to “we“, “our” or “us” in these Terms of Use shall mean Carteirra UK Limited, a company incorporated in England and Wales under registration number 08278853, whose registered office is at 50 Jermyn Street, St James’s, London, SW1Y 6LX. References to “you” or “your” are references to the user of the Website.

3. You should read these Terms of Use carefully and make sure you understand them before you begin using the Website. You may wish to print a copy of these Terms of Use for future reference.

4. Please note that your use of and access to the Website constitutes your agreement to comply with and be legally bound by the Terms of Use, which shall take effect from your first use of the Website.

5. If you do not agree to be legally bound by these Terms of Use then you should not access or use the Website.

Changes to Terms of Use           

6. These Terms of Use may be updated and changed by us from time to time, at our sole discretion.

7. You will be legally bound by the updated or amended terms from the first time that you use the Website after we post the new Terms of Use online.

Permitted Users

8. This Website is intended to be used and accessed by persons who are of the legal age to purchase and consume alcohol. You must be 18 years of age or older to use and access the Website. If you are not, please exit this Website immediately. By continuing, you confirm that you are 18 years of age or older.

Sale of Goods

9. All sales and purchases of goods made via the Website are governed by our Terms and Conditions for Online Purchases.

10. Before making any purchase of goods via the Website, you must read and agree to our Terms and Conditions for Online Purchases. To view our Terms and Conditions for Online Purchases please look above.

Information Supplied by You

11. You may choose to supply us with personal information during your visit to the Website. You agree that we may collect, store, use and transfer such information in accordance with our Privacy Policy, which is incorporated into these Terms of Use and available here.

Content

12. References on the Website to our products shall not amount to a promise that such products will be available at any time. Changes or improvements to our products may be made at any time without notice.

13. Except as otherwise provided for in these Terms of Use or on the Website, all rights to all materials, content, layout, images, text, design (and any underlying software and computer codes) of this Website are exclusively owned by us or licensed to us by our third party suppliers and contributors. All rights are reserved and acknowledged.

14. You may browse the Website and may download material displayed on the Website for non-commercial, lawful, personal use only provided all copyright and other proprietary notices contained on the material so downloaded are retained and such information is not modified, copied or posted on any networked computer or broadcast in any media. All other copying, reproduction, posting on any other web site, republication, downloading, uploading, encoding, modification, translation, public performance or display, distribution, transmission or communications of any portion of this Website, or the making of any derivative works from this Website, is prohibited.

Conduct

15. You are responsible for ensuring that your use of the Website is lawful under the laws of any country in which you access it.

16. You must not:

a)     use the Website to harvest personal information about others;

b)     use the Website to defame, threaten, harass, abuse or otherwise violate the rights of others;

c)     impersonate anyone else, provide inaccurate personal information, or do anything that has any unlawful or fraudulent purpose or effect when using the Website;

d)     interfere with the smooth running of the Website; or

e)     transmit any viruses or other harmful code, spyware or malware or interfere with the systems supporting the Website.

17. We cannot guarantee that you will not be exposed to such behaviour during your use of the Website. If you encounter such behaviour, please report it immediately to admin@carteirra.com

User Submissions

18. We may now or in the future permit the submission, sharing or publishing of photographs, videos, comments, communications or other content submitted by you and other users on the Website (“User Submissions”).

19. You acknowledge and agree that when you post or view User Submissions on the Website, you do so at your own discretion and risk, including any reliance on the truthfulness, accuracy and completeness of User Submissions and you agree to waive any legal or equitable rights or remedies you may have against us in this regard.

20. You further acknowledge and agree that User Submissions submitted by you and other users of the Website do not necessarily reflect the views of Carteirra UK Limited and that we do not support or endorse any User Submissions.

21. You acknowledge and agree that we have no obligation to monitor, review or edit any User Submissions posted by you or any other users of the Website. However, we reserve the right to edit or refuse to publish any User Submissions at our sole discretion and may remove any User Submissions from the Website at any time without notice. We accept no responsibility or liability in respect of any User Submissions posted on the Website or in respect of any editing, removal or failure to publish any User Submissions.

22. To the extent that a User Submission does not contain personal data, as defined by our Privacy Policy (available here), we shall consider and handle any User Submission submitted via the Website as non-confidential (whether or not it is published).

23. By submitting a User Submission, you grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, edit, copy, re-size, cut, distribute, prepare derivative works of, display and perform that User Submission in any medium and in any form for our internal and external business purposes.

24. By submitting a User Submission, you grant to each user of the Website a worldwide, non-exclusive, royalty-free licence to access your User Submission via the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform your User Submission to the extent permitted by the functionality of the Website and under these Terms of Use.

25. You agree that your User Submissions will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant us the licence referred to at paragraph 23 above.

26. You further agree that your User Submissions will not obtain any content that is unlawful, obscene, harassing, defamatory, libelous, pornographic, hateful, racially or ethnically offensive, is otherwise inappropriate or could damage our reputation or that of any third party.

Responsibility

27. You acknowledge and agree that access to the Website is provided on an “as is” basis and that:

a)     subject to paragraph 31, we accept no liability arising out of or in connection with your access or use of the Website. Without prejudice to the generality of the foregoing, in no circumstances do we accept liability for loss of revenue, loss of profits, loss of business; loss of anticipated savings, loss or corruption of data, loss of goodwill or any direct, indirect, consequential, special or punitive damages of any kind whatsoever;

b)     it is your responsibility to determine the suitability of the content of the Website for any purpose for which you use it; and

c)     it is your responsibility to ensure that your hardware and software is enabled with appropriate up-to-date virus checking software before you access or use the Website.

28. Whilst we will endeavour to ensure that the Website is available to you and that content for which we are responsible is accurate, we cannot make any guarantee or representation to you that the Website will be continuously available, or available at any particular time, or that its content will be of any particular quality, accuracy or fit for any particular purpose. All express or implied warranties in relation to the Website are hereby excluded to the fullest extent permitted by law.

29. We do not give any commitment that the Website or any content on the Website will be available uninterrupted or error free, that defects will be corrected or that the Website or its supporting systems are free of viruses or bugs.

30. We do not accept any liability to you if the Website fails, or is interrupted or delayed in the performance of any obligation due to:

a)     the non-availability or failure of any telecommunications or computer services, systems, equipment or software operated by us, you or any third party; or

b)     any other event not reasonably within our control.

31. Nothing in these Terms of Use shall exclude or limit our liability for death or personal injury arising from our negligence, fraud or fraudulent misrepresentation.

Indemnity

32. You agree to defend, indemnify and hold us harmless, our officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation legal fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your unauthorised use of the Website or from any breach by you of these Terms of Use, including without limitation any actual or alleged violation of any law, legislation, instrument, rule, order, regulation, directive or bye-law or decision. We shall provide notice to you promptly of any such claim and shall have the right to control the defence of such claim at your expense.

Termination

33. We reserve the right to temporarily or permanently suspend your access to the Website at any time and for any reason.

34. We may terminate the agreement made with you under these Terms of Use and suspend or terminate your access to the Website without notice if you breach any of these Terms of Use.

35. Our failure to insist upon or enforce any provision of these Terms of Use shall not be construed as a waiver of any of our rights under these Terms of Use.

Linking

The Website may contain links to web sites owned or operated by third parties. Such links are provided solely for your own convenience. We do not endorse the content or any products or services available on third party web sites and are not responsible for the content or security of such websites. Your access to any third party web site via the Website is at your own risk and you are responsible for checking and complying with the terms applicable to its use.

General

These Terms of Use are governed by English law and any dispute arising out of or in connection with them shall be subject to the non-exclusive jurisdiction of the English courts.

For all enquiries, comments, feedback or further information regarding the Website please contact admin@carteirra.com

Carteirra Terms and Conditions for South Africa

1.  Application of Conditions

1.1   These conditions apply to the transaction if the Goods and Services are to be supplied in the Republic of South Africa, Kenya, Zimbabwe, Zambia and Botswana.

1.2   The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the Customer’s order, (provided it is accepted by the Supplier and first payment has been received) which is subject to these Conditions.

1.3   The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Customer.

2. Definitions and Interpretations

2.1   In these Conditions:

“the Customer” means the person whose order for the Goods and Services is accepted by the Supplier, or that person’s representative, who by contacting the Supplier, warrants his or her authority;

“Commencement date” means the date on which the first payment is received from the Customer;

“the Contract” means the standard terms and conditions of sale set out in this document read with the invoice supplied to the Customer by the Supplier and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Supplier;

“the Delivery Date” means the time and date by which the Goods and Services are to be delivered, which may be extended where required by the Supplier, provided the Customer is promptly informed of the new time and/or date;

“the Goods” means the wine and any other goods which the Supplier is to supply to the Customer in accordance with these Conditions;

“the Services” means the Services to be provided to the Customer as set out on the Website;

“the Supplier” means Carteirra SA Pty Limited, a proprietary company incorporated in South Africa with registration number 2013/009755/07;

“the Website” means the Supplier’s website at www.carteirra.com which may be updated from time to time.

3. Basis of Sale and Service

3.1   The Customer is regarded as placing an order for the Goods and Services by either completing the relevant information on the website, or by approaching the Supplier by other means. Since wine may not be sold to persons under the age of 18 years, the Supplier may refuse an order at its discretion and without giving reasons, and orders may not be transferred from the Customer to any other person.

3.2   The Contract is concluded once the Supplier has received acceptable proof of receipt of the Customer’s payment.

3.3   The Supplier is regarded as accepting that offer if it issues an invoice to the Customer.

3.4   It is recorded that this Contract does not result from any direct marketing, but is rather concluded at the initiative of the Customer.

3.5   No change to the Contract will be binding on the parties unless the change has been agreed to in writing between the Customer and the authorised representative of the Supplier.

3.6   By placing the order, the Customer grants the Supplier the right to address marketing material and other correspondence related to the Goods and Services to the Customer.

3.7   Any typing, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier may be corrected by the Supplier without any liability on the part of the Supplier.

3.8   The Supplier is entitled to cancel an order should circumstances so require, and shall only be liable to refund monies already paid by the Customer to the Supplier in respect of such a cancelled order.

4.  The Goods and Services

4.1   Illustrations, photographs or descriptions on the website or in any brochures, price lists or other documents issued by the Supplier are intended as a guide only and the Customer will be entitled to rely on descriptions or samples of only the specific Goods ordered by the Customer.

4.2   The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or which do not materially affect their quality or performance.

4.3   It is recorded that the Goods to be supplied to the Customer are special-order goods and consequently if the Customer cancels the order, due to the nature of wine-making, the Supplier will be entitled to keep the wine and any bottles, corks and capsules already purchased and labels already produced, along with such payments as have already been made.

4.4   In addition, where an order which has been accepted by the Supplier is cancelled by the Customer, the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of the order or its cancellation.

4.5   Since wine-making is subject to various natural processes which do not always conform to a timetable, the parties agree that the Customer will not be entitled to any remedy if the Supplier is unable to meet any agreed Delivery Date in respect of the Goods and/or Services. If there is an unavoidable delay caused by unforeseen circumstances, including labour stoppage, weather, delays in the Supplier’s contractors’ operations, interruptions of electricity, etc. or any delays caused by the Customer, the Supplier will timeously inform the Customer of this delay and will not be guilty of breach of contract as a result.

4.6   The wine on offer is limited. The Supplier will make all reasonable efforts update the website and its advertising timeously regarding any vineyard, varietal or wine as soon as stock is no longer available. However, should wine still be offered after stocks having been sold out, the Supplier will only be liable to refund monies where it is unable to fulfil orders at advertised prices.

4.7   By its nature, the characteristics of wine change as time passes. Customers will be invited to attend tastings of the wine being made for them, or may order samples which will be delivered to them, and it is recommended they make use of these opportunities. Customers should take into account that the taste, colour and nose of the wine will change as the wine matures. If the Customer has not sampled the wine prior to delivery, the Supplier cannot be held responsible if the wine diverges in any way from the expectation of the Customer.

4.8   With single varietal wine, other varietals will only be blended into the wine at the request of the Customer.

4.9   The Supplier will retain up to six bottles from each barrel of wine produced for a period of three years, for purposes of quality control. Replacement bottles of wine will be supplied to the Customer to ensure that the full order is filled by the Supplier.

4.10 Wine contains alcohol and it should be handled and consumed in accordance with the laws applicable to alcohol consumption. Suitable steps should be taken by the Customer to ensure that any person who is allergic to alcohol does not consume the wine.

The Supplier records that the Customer has not informed it of a particular purpose for which the Goods are acquired, or the use to which the Customer intends to apply the Goods, and it consequently assumes that the Goods are to be used for private consumption.

4.11 The Supplier will not be liable for any theft, loss or damage of the Customer’s property unless the theft, loss or damage was caused by the Supplier’s recklessness.

5.  Price

5.1   The price of the Goods and Services shall be the price reflected on the website current at the date of acceptance of the Customer’s order or such price as may be agreed in writing by the Supplier and the Customer.

5.2   Where the Supplier has quoted a price for the Goods other than in accordance with the website’s pricing, the price quoted shall be valid for 30 days only or such other time as the Supplier has specified in the quotation.

5.3   The Supplier reserves the right, by giving reasonable notice to the Customer at any time before delivery, to increase the price of the Goods and Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and Services which are requested by the Customer, or any delay caused by any instructions by the Customer or failure of the Customer to give the Supplier adequate information or instructions.

5.4   Except as otherwise stated under the terms of any quotation or the pricing reflected on the website, all prices are inclusive of the Supplier’s charges for wine and packaging but exclude the costs of label design and transport or delivery.

5.5   The price on the website is inclusive of value-added tax (currently at 14%), which Customers residing in South Africa shall pay the Supplier. Exported orders will be subject to the taxes and duties applicable to those countries.

6. Payment

6.1   Payment of the price may be made in a lump sum, in which case a discount of 10% applies, or in instalments, in which case the discount shall not apply.

6.2   Invoices are payable on presentation, and the Customer may not deduct, set off or withhold any portion of the outstanding amount.

6.3   The time of payment is a material term of the Contract. If the Customer fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions then the Supplier shall, without prejudice to any right which the Supplier may have in law, have the right to charge the Customer interest at 2% per month, calculated daily and compounded monthly on any sum due and not paid on the due date.

6.4   All payments shall be made to the Supplier whether by using the payment mechanism on the website or by deposit into the following bank account:

Carteirra SA Pty Ltd
Standard Bank (Hermanus)
Branch Code: 050312
Current account number: 082264627

6.5 In order to protect the Supplier’s and Customers’ interests, the Supplier scrutinizes all transactions very carefully to prevent attempted fraud. A transaction may be refused if the Supplier is not satisfied with its legitimacy, in which case the Consumer will be notified so that where appropriate alternative arrangements can be made for payment.

7. Delivery and Performance

7.1   Subject to availability and receipt of full payment, delivery of the Goods shall be made by the Supplier’s contractor to an address specified by the Customer.

7.2   The Goods may be delivered before the Delivery Date if the Consumer is suitably advised of the timing of the delivery.

7.3   The Supplier or their courier will inform the Customer of the expected delivery time of the order but the Supplier will not be liable for any loss caused by a delay for reasons beyond the Supplier / courier’s control.

7.4   All goods must be signed for on delivery by an adult, aged 18 years or over. If nobody of that age is present at the address when the delivery is attempted, the Goods will be retained by the courier, in which case notification of the attempted delivery will be given. The courier service will subsequently arrange a suitable date and time for delivery.

7.5   If delivery is not taken by the Customer after a reasonable number of attempts by the courier, the Goods will be retained by the Supplier for a period of 8 weeks, whereafter the Goods will be regarded as having been abandoned and the Supplier will be entitled to deal with the Goods as it wishes and for its own account.

8. Passing of ownership

8.1   Notwithstanding delivery, ownership of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and Services and any other debt owed by the Customer to the Supplier.

8.2   The Customer is advised to store the Goods strictly in accordance with the instructions issued along with the delivery note.

8.3   The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice to the Customer. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the storage conditions of the Goods.

8.4   In the unlikely event of a product recall by the Supplier, the Customer undertakes to assist the Supplier in recovering all affected Goods.

9. Assignment

9.1   The Supplier may assign the Contract or any part of it to any person or entity without consent from the Consumer, but the Customer must be notified of the assignment and the Supplier must ensure that the assignee is qualified to supply the Goods and Services.

9.2   Since (i) the Goods are custom-made according to the Customer’s requirements, and (ii) wine may not be sold to persons under the age of 18 years, the Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

10. Defective Goods

10.1 If on delivery any of the Goods are defective in any material respect, the Customer must give written notice of such defect to the Supplier within three business days of such delivery. The Supplier shall then at its option:-

10.1.1   replace the defective Goods within 90 days, to the extent that this is possible, or

10.1.2   where impossible, replace the defective Goods with Goods as similar as possible to the Goods as the Supplier is able to source; or

10.1.3   refund to the Customer the price for the Goods which are defective; but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as aforesaid.

10.2 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear or any willful damage, negligence, subjection to abnormal conditions, storage or transport contrary to the warnings or instructions issued by the Supplier, failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alteration of the Goods without the Supplier’s approval, or any other act or omission on the part of the Customer, its employees or agents or any third parties.

Goods, other than defective Goods returned under clause 10.1, returned by the Customer  and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier. Cancelled and/or returned orders are subject to the delivery charges. These charges must be paid by the Customer.

10.3 However, if the wine is found to be faulty in a material respect, the Supplier will bear the cost of return.

10.4 Save as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.5 The Customer shall be responsible to ensure that, except to the extent that instructions as to the use of the Goods are contained in the packaging or labeling of the Goods, any use of the Goods by the Customer is in compliance with all applicable statutory regulation and the Customer indemnifies the Supplier against any liability, loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

11.  Customer’s Default

11.1 If the Customer fails to make any payment on the due date then, without prejudice to     any other right or remedy available to the Supplier, the Supplier shall be entitled to:-

11.1.1 cancel the order or suspend any further deliveries of Goods and Services to the Customer;

11.1.2 appropriate any payment made by the Customer to such of the Goods and Services (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer; and

11.2  This condition applies if:-

11.2.1 the Customer fails to perform any of its obligations hereunder or is otherwise in breach of the Contract; or

11.2.2  the Customer commits an act of insolvency, is made subject to an interim or final order of sequestration or (being a company) is made subject to aninterim or final order of liquidation; or

11.2.3 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

11.3  If condition 13.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous arrangement or arrangement to the contrary.

12.  Liability

Except in respect of harm caused by the Supplier’s gross negligence, the Supplier will not be        liable for damages, loss, costs, claims or expenses (whether caused by the Supplier’s servants         or agents or otherwise) which arise out of or in connection with the supply of the Goods and/ or Services.

13. Communications

All communications between the parties about the Contract shall be in writing and delivered by hand or sent by registered mail or sent by electronic mail.

13.1  Communications shall be regarded as being received:

13.1.1 if sent by pre-paid registered mail post, five business days after posting (exclusive of the day of posting); or

13.1.2 if delivered by hand, on the day of delivery; or

13.1.3 if sent by electronic mail on a business day prior to 17:00, at the time of transmission and otherwise on the next business day;

13.2   All communication addressed to the Supplier shall be marked for the attention of:           Peter Stuart, Director, at The Carteirra Cellar, R43, Hermanus, South Africa.

14.  Force Majeure

14.1  In the event that either party is prevented from fulfilling its obligations under this Contract by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout, weather, illness, the party shall not be deemed to be in breach of its obligations under this Contract. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.

14.2  Each party shall be liable to pay to the other damages for any breach of this Contract and all expenses and costs incurred (including legal expenses charged on an attorney and own client scale and collection commission) by that party in enforcing its rights under this Contract.

14.3  If and when the period of such incapacity exceeds six months then this Contract shall automatically terminate unless the parties first agree otherwise in writing.

15. Waiver

No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.  Severability

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected by this finding.

17.  Governing Law and Jurisdiction

The Contract is governed only by the law of South Africa.

18.   Resolution of disputes:

Any dispute between us and yourself relating to these terms will be decided by arbitration, unless either of us applies for urgent legal action. The Arbitration will be heard at the Cape Town offices of the Arbitration Foundation of South Africa (“AFSA”) in terms of its rules. The arbitrator’s award may be made an order of court at your or our request. Should either party fail to comply with the rules of AFSA, the arbitrator may give default judgment in favour of the other party.

19.   Changes to terms and conditions:

We reserve the right to change these terms and conditions from time to time where circumstances require, provided that such changes will be reasonable and will be communicated to the Customer on reasonable notice.

20.   Information disclosure:

The following information is disclosed in terms of section 43 of the Electronic Communications and Transactions Act (ECTA),25 of 2002 and section 41 of the Close  Corporations Act, 69 of 1984:

Full name and Legal Status:       Carteirra SA Pty Ltd
Registration Number:                 2013/009755/07
Names of Office Bearers:            Director: Peter Stuart
Place of Registration:                  Republic of South Africa
Physical Address:                         Maremmana Estate | Karwyderskraal Road | Hermanus
Postal Address:                            P O Box 1888 | Hermanus, 7200
Telephone number:                    +27(0)21 200 2133
Facsimile number:                       086 243 1129
Website address:                         www.carteirra.com
E-mail address:                            info@carteirra.com

21. Consumer Protection Act and National Credit Act

The Parties agree that the Consumer Protection Act, No. 68 of 2008 (the “CPA”) does not apply to this Contract as the transaction is a credit agreement, more specifically, an incidental credit agreement, in terms of the National Credit Act, No. 34 of 2005 (the “NCA”). In the event that the Parties’ interpretation of the CPA and/or the NCA is found to be incorrect, the Customer hereby, to the maximum extent permitted by law-

21.1   waives all of its rights in terms of the CPA and/or the NCA and undertakes not to attempt to make use of any of the remedies in the said CPA or NCA,

21.2   indemnifies the Supplier against any claims, complaints, charges, expenses and/or costs resulting directly or indirectly from the application of the CPA or NCA, and

21.3  agrees that this Contract is deemed to be amended to the extent required to ensure compliance with both the NCA and CPA.

 22. Business Rescue

22.1.In the event that, the Customer encounters financial difficulties or there is a reasonable likelihood that within the next six months it will fail to satisfy the Solvency and Liquidity requirements under the Companies Act 71 of 2008; or it becomes aware that any person intends or has begun to place the Customer under business rescue, the Customer must notify the Supplier of this immediately in writing.

22.2 The Supplier shall then be entitled, without penalty of any kind whatsoever, to

22.2.1      cancel the Contract or any part thereof;

22.2.2      suspend any and all deliveries by the Supplier to the Customer; and/or

22.2.3     demand immediate payment of all amounts owing by the Customer to the Supplier, whether such payments are already due and payable to the Supplier or not.

22.3 If the company fails to give notice in terms of a, such failure to give notice shall amount to a material breach of this Contract and shall entitle the Supplier to cancel this Contract by written notice to the Customer with effect from the date of the breach as estimated by the Supplier, without any penalty of any kind whatsoever, notwithstanding that the Customer may subsequently have been placed under business rescue, and demand immediate payment of all amounts owing by the Customer to the Supplier, whether such payments are already due and payable to the Supplier or not.