Sale of Goods Terms and Conditions
Version number: 1.0
Effective date: 18th May 2023
1. Introduction
1.1 We are DropApp Limited (formerly known as Verdelin Ltd) trading as “Drop Wine Delivery”. Our company information is at the end of this document.
1.2 These are our terms and conditions which apply when you buy any goods via our mobile app.
1.3 Your sale contract is with us unless the app shows that your order is being fulfilled by one of the stores below. If so, your contract is with the company shown, not us, and references to “we” / “us” / “our” etc below are to that company (see their contact and other details at the end of this document) and not to us:
· Drop on the Common - Victor's Wines Ltd
· Drop Dulwich - Hayley's Wines Ltd
· Drop Kensington - Dom's Wines Ltd
1.4 These terms are available in English only. We’ve tried to make them user-friendly but please note that the summaries/explanations for each section in capitals aren’t a substitute for the rest of the text. Please read the entire document carefully and contact us if anything is unclear. Please save a copy as we don’t file a copy specifically for the transaction with you.
1.5 Where we refer to “Consumer” below we mean an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.
2. Who can buy on our app
THIS SECTION EXPLAINS CERTAIN RESTRICTIONS THAT MAY MEAN THAT YOU AREN’T ALLOWED TO MAKE A PURCHASE ON THIS APP
2.1 You must not buy or attempt to buy any goods via this app if you are under 18 years of age. We are entitled to take whichever age verification steps we think appropriate and to cancel any purchase if we believe that you may be under 18.
2.2 You are not allowed to buy any goods via this app if you live outside the UK.
2.3 You are not allowed to buy any goods via this app if your main purpose is to use them to infringe our intellectual property or other legal rights.
2.4 Where you communicate with us on behalf of a company / organisation, you promise that you have authority to act on behalf of that entity.
3. Changing these terms and conditions
IN SHORT: WATCH OUT FOR CHANGES TO THESE TERMS IF YOU BUY AGAIN
3.1 We may change these terms and conditions at any time. Please check them carefully as they will apply to anything you buy after the effective date shown at the top.
4. IMPORTANT WARNINGS
HERE IS SOME CRUCIAL INFORMATION ABOUT OUR PRODUCTS THAT WE WANT TO TELL YOU ABOUT RIGHT AT THE START
4.1 You are responsible for carefully reading any ingredients listed on our app, packaging or elsewhere to avoid the risk of allergic or other adverse reactions.
4.2 You are also responsible for carefully following any preparation and/or storage instructions.
5. Giving us information
IN SHORT: TAKE CARE TO GIVE US ACCURATE INFORMATION
5.1 You must ensure that your order, including delivery address and any other information you supply to us, is correct and that you tell us immediately if there are any changes.
6. How you enter a legal contract with us
THIS SECTION TELLS YOU HOW AND WHEN YOU BECOME LEGALLY BOUND BY A CONTRACT WITH US
6.1 You place your order by using the ordering process on our app. This involves selecting the goods, placing them in the shopping cart and sending your order to us by clicking on the relevant button. Your order is an offer to buy from us. We accept your offer and there is a binding legal contract when we send you a confirmation email.
6.2 However, even though we have accepted your offer, we are not required to supply any goods which are unavailable. If so, we will notify you of the unavailability as soon as possible and will cancel the order and arrange for a full refund if you have been charged.
7. Paying us
THIS SECTION COVERS YOUR PAYMENT OBLIGATIONS
7.1 Payment is in advance. Prices and payment methods are as explained on our app. The prices shown include any applicable VAT or other sales tax unless we say otherwise. We are entitled not to send you the goods until we have received full payment in cleared funds.
7.2 Any applicable delivery charges will be shown when you place your order and may depend on the delivery method chosen.
7.3 If we have mispriced any item by mistake, we are not obliged to supply the item at that price provided we tell you before we send it off. If we do, then you can decide if you want to order the item at the right price but, if you do not, we will cancel the order and provide a full refund of any payments already made.
7.4 You agree to contact us immediately with full details if you dispute any payment.
7.5 You agree that you are legally bound by the terms and conditions of any payment providers whose services you use when paying for our goods. We aren’t responsible for what they do or don’t do.
8. Discount codes
THIS SECTION TELLS YOU HOW YOU ARE ALLOWED TO USE DISCOUNT CODES ON OUR APP
8.1 Discount codes refer to the price exclusive of delivery charges.
8.2 You can only use codes to make purchases through the account for which the discount code was offered and registered. You must not sell or transfer codes to anyone else.
8.3 Unless we say otherwise: codes expire after 30 days, they can only be used once for future new orders placed online and you can only use one discount code per transaction.
8.4 We may suspend or cancel codes and/or cancel any relevant purchase and/or close any relevant account if we think that the codes have been used fraudulently, illegally or in breach of our terms and conditions or if a relevant payment is charged back or otherwise cancelled or reversed or if.
8.5 Codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.
9. Our right to end the contract
THIS SECTION TELLS YOU WHEN WE CAN DECIDE NOT TO SEND YOU THE GOODS
9.1 We are entitled to end this contract at any time including not sending you the goods if:
· any amount due to us is unpaid or charged back;
· you or anyone on your behalf acts inappropriately towards our staff or agents; or
· acting reasonably, we think that you have not complied with these terms or that it is necessary to protect you, us or others.
9.2 Ending this contract will not affect any existing rights and liabilities and all terms in this contract which are stated or intended to continue after termination will continue to apply.
10. Delivery
THIS SECTION SETS OUT OUR AND YOUR RESPONSIBILITIES IN CONNECTION WITH DELIVERY
10.1 Delivery is subject to any other delivery restrictions or requirements explained on our app. We have the right to cancel any order for delivery to a location to which we don’t deliver (even if there is a legal contract). You agree to pay us any additional delivery costs we incur if we decide to deliver outside our normal delivery area.
10.2 Unless we say otherwise, delivery timescales on our app are estimates only. We aren’t responsible for delays in delivery (a) if due to circumstances beyond our reasonable control and where we could not have taken reasonable steps to deal with the delay or (b) if you haven’t given us adequate delivery instructions.
10.3 We are allowed to deliver different parts of your order on different dates.
10.4 You agree to alert us in advance to any access restrictions
10.5 You agree to ensure that someone aged 18 years or older is available to accept delivery and that they will provide proof of age if requested. We can refuse to deliver if we think that the recipient may be underage.
10.6 If you receive notification of an unsuccessful attempted delivery, you agree to use the details provided to immediately contact the courier to arrange re-delivery. If our courier returns the item to us because they have been unable to deliver it, we are allowed to cancel the contract, in which case we will refund the price paid but excluding the delivery charge.
10.7 If you have failed to comply with your obligations regarding delivery, we are entitled to abort delivery and you agree to pay us the amount of any delivery, storage, insurance or other costs that we incur. We are entitled to require that such costs be paid before we arrange re-delivery and/or add them to any future order you make and/or deduct them from any payment due to you (to the extent legally allowed).
10.8 Risk of damage or loss to the goods passes to you on delivery either to you or to somebody identified by you to take possession of the goods.
10.9 This paragraph applies only if you are not a Consumer: You agree to inspect all goods immediately on receipt and within two business days you must give notice in writing in detail of any damage or any ground on which you claim that the goods are not in accordance with this agreement including appropriate photos. If you fail to give such notice, the goods shall be conclusively presumed to be in all respects in accordance with this agreement and free from any defect which would be apparent on reasonable examination of the goods, and you shall be deemed to have accepted the goods accordingly. If you do give notice under this clause, we shall be given a reasonable opportunity after receiving such notice to examine the relevant goods and (if we ask you) you shall send the relevant goods at your expense to the location specified by us to enable the examination to take place.
11. Small differences in the goods
IN SHORT: THE GOODS OR PACKAGING MAY (LEGITIMATELY) BE A LITTLE DIFFERENT TO WHAT YOU EXPECT
11.1 The labelling or packaging of the goods you receive may differ from the images of these which you see online. You agree to check the product description for more details and to contact us for further information if anything is unclear.
11.2 We may sell old or “vintage” goods. If so, we cannot promise that they contain exactly what the packaging says or that they haven’t deteriorated through reaction with the cork or air or that they won’t leak. If any of these things happen, that does not mean that the goods are defective.
12. Consumer legal right to cancel (“cooling off”)
IN SHORT: CONSUMERS MAY HAVE THE RIGHT TO RETURN UNWANTED GOODS WITHIN 14 DAYS
12.1 If you are a Consumer, you may have the legal right to cancel this contract within 14 days of receiving the goods if you comply with the requirements explained in the Annex at the end of this document. This right is not affected by any separate returns policy on our app.
12.2 However, there is no right to cancel contracts for the supply of goods liable to deteriorate or expire rapidly. Also, you lose the right to cancel contracts for the supply of sealed goods which are not suitable for return due to health protection or hygiene reasons if they become unsealed after delivery.
13. Restrictions on our legal responsibility for goods – very important
THIS SECTION LIMITS OUR LEGAL RESPONSIBILITY IN VARIOUS WAYS AND MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES WE SUFFER, EG IF YOU BREAK THE CONTRACT
13.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents, who have the right to enforce this agreement.
13.2 The following clauses apply only if you are a Consumer:
· We are under a legal duty to supply goods that are in conformity with the contract. Nothing in our agreement affects your legal rights relating to goods that don’t conform with the contract, whether because they are faulty, not as described or otherwise. You can get advice about your legal rights from your local Trading Standards office or Citizens' Advice Bureau.
· Subject to the above, we are not responsible for any loss or damage where:
· there is no breach of a legal duty owed to you by us;
· such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
· (and to the extent that) such loss or damage is your fault, for example by not complying with this agreement; or
· such loss or damage relates to a business (as we do not intend for goods bought by Consumers to be used for business).
· You will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement.
13.3 The following clauses apply only if you are not a Consumer:
· Subject to the other terms of this agreement, we warrant that, upon delivery and for a period of twelve months thereafter, the goods will be free from material inherent defects.
· To the fullest extent allowed by law, you and we exclude all terms, conditions, warranties and representations howsoever arising, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
· Subject to the first paragraph in this section (“Nothing in this agreement…”), we shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
- loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or
- indirect, consequential or special losses.
· Subject to the first paragraph in this section (“Nothing in this agreement…”), our entire liability in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall in no circumstances exceed the price paid for the relevant goods.
· You agree to indemnify us against all claims and liabilities arising out of or in connection with your breach of this agreement (except insofar as we are at fault).
· This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements.
14. Intellectual property rights (IPR)
IN SHORT: YOU DON’T ACQUIRE ANY IPR IN THE GOODS
14.1 Your purchase of goods from us does not of itself you give the right to use or exploit any IPR comprised in or relating to the goods.
15. Your personal information
IN SHORT: OUR PRIVACY POLICY APPLIES
15.1 You agree that we can deal with your personal information in accordance with our Privacy Policy - https://dropwine.co.uk/privacy - which may change from time to time.
16. Things we can’t control
IN SHORT: WE AREN’T RESPONSIBLE FOR “ACTS OF GOD”
16.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics/pandemics.
17. Transferring this contract to someone else
IN SHORT: WE CAN PASS THIS CONTRACT TO SOMEONE ELSE BUT YOU NEED OUR PERMISSION TO DO LIKEWISE
17.1 We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
18. English law and courts
IN SHORT: ENGLISH LAW APPLIES AND ONLY UK COURTS CAN ADJUDICATE ON DISPUTES
18.1 These terms and conditions are under English law and any disputes will be decided only by the courts of the United Kingdom.
19. General
HERE ARE SOME FINAL BUT IMPORTANT POINTS THAT APPLY
19.1 We may send all notices under this agreement by email to the most recent email address you have given us. You can send notices to our email address shown below. Headings used in this agreement are for information and not binding. If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement will still apply. If either of us overlooks any breach of this agreement by the other, it can still be actioned later. A person who is not a party to this agreement can’t enforce it unless the agreement says otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement makes any party an agent, employee or representative of the other.
20. Complaints
20.1 If you have any complaints, please contact us via the contact details shown below.
21. Information about us
21.1 Company name: DropApp Limited
21.2 Trading name: Drop Wine Delivery
21.3 Country of incorporation: England and Wales
21.4 Registered number: 10519028
21.5 Registered office: C/O The 10 Cases 16 Endell Street, Covent Garden, London, England, WC2H 9BD
21.6 Contact address: 175 Drury Lane, London WC2B 5QF
21.7 Contact email address: support@dropwine.co.uk
21.8 Other contact information: See our app/contact page
21.9 VAT number: 263194402
22. Information about the other stores
Drop on the Common - Victor's Wines Ltd
Email: Droponthecommon@dropwine.co.uk
Address: 10a The Polygon, Clapham, London, England, SW4 0JG
Registered office: 10a The Polygon, Clapham, London, England, SW4 0JG
Company no: 13435557 (registered in England and Wales)
VAT no: 405 7691 86
Drop Dulwich - Hayley's Wines Ltd
Email: dulwich@dropwine.co.uk
Address: 1-3 Melbourne Terrace, Melbourne Grove, London, England, SE22 8RE
Registered office: 1-3 Melbourne Terrace, Melbourne Grove, London, England, SE22 8RE
Company no: 13977696 (registered in England and Wales)
VAT no: 427539378
Drop Kensington - Dom's Wines Ltd
Email: kensington@dropwine.co.uk
Address: 37 Earls Court Road, London, England, W8 6ED
Registered office: 37 Earls Court Road, London, England, W8 6ED
Company no: 13497725 (registered in England and Wales)
AT no: 416652693
Quaff Fine Wine Merchant - Quaff Fine Wine Merchant Ltd
Email: sales@quaffwine.com
Address: 139-141 Portland Road, Hove, East Sussex, BN3 5QJ
Registered office: 139-141 Portland Road, Hove, East Sussex, BN3 5QJ
Company no: 05427501 (registered in England and Wales)
VAT no: 193012487
Joyau - Joyau LtdEmail: jack@joyau.co
Address: 353 Winchelsea Rd, London, E7 0AQ
Registered office: 123 Trumpington Road, London, England, E7 9EG
Company no: 14458513 (registered in England and Wales)
VAT no: 193012487
ANNEX
YOUR LEGAL RIGHT TO CANCEL THIS CONTRACT (“COOLING OFF”)
The following applies ONLY if you have the legal right to cancel this contract (as explained above):
Right to cancel
1. You have the right to cancel this contract within 14 days without giving any reason.
2. The cancellation period will end after 14 days from the day:
a) on which you, or someone you choose, receives the goods; or
b) if multiple goods from one order are delivered separately: when you, or someone you choose, receives the last item.
3. To exercise the right to cancel, you must tell us (i.e., whichever company sold the goods to you - see the start of this document for more information - and see also the relevant contact details above), of your decision to cancel this contract by a clear statement (e.g., a letter sent by post or e-mail). You may use the model cancellation form below, but you don’t have to.
4. To meet the cancellation deadline, you must send your communication telling us you want to cancel before the cancellation period ends.
Effects of cancellation
5. If you cancel this contract, we will refund all payments received from you, including delivery charges (except for the additional cost if you choose any delivery option apart from the cheapest).
6. We may make a deduction from the refund for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you. You are only liable for any reduced value of the goods resulting from handling that goes beyond what is necessary to establish the nature, characteristics and functioning of the goods.
7. We will make the refund without undue delay, and no later than:
a) 14 days after the day we receive back from you any goods supplied, or
b) (if earlier) 14 days after the day you provide evidence that you have returned the goods.
8. We will make the refund using the same means of payment you used for the initial transaction, unless you expressly agree otherwise; in any event, you will not incur any fees as a result of the refund. We may withhold the refund until we have received the goods back or you have supplied evidence of having sent back the goods, whichever we get first.
9. You must send back the goods or hand them over to us at our above contact address [AT34] [LL35] without undue delay and in any event not later than 14 days from the day you send us your cancellation of the contract. The deadline is met if you send back the goods before the 14 days has expired.
10. You must pay the direct cost of returning the goods.
MODEL CANCELLATION FORM
Complete and return this form only if you wish to cancel the contract:
— To [insert whichever company sold the goods to you - see the start of this document for more information - and see also the relevant contact details above]:
— I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/ for the supply of the following service [*],
— Ordered on [*]/received on [*],
— Name of consumer(s),
— Address of consumer(s),
— Signature of consumer(s) (only if this form is notified on paper),
— Date
[*] Delete as appropriate