Terms of Business

1. Definitions

In these Terms:

• “Company”, “we”, “us” or “our” means B2BC UK / The Wine Factor, as applicable.
• “Customer” or “Buyer” means any person, business, organisation or approved account holder purchasing or requesting goods.
• “Goods” means wines, spirits, soft drinks, cigars and related products supplied or offered by us.
• “Order” means any order request submitted through the portal or other agreed method.
• “Contract” means a binding agreement formed in accordance with these Terms.
• “Portal” means the private buyer ordering platform operated by us.

2. Basis of Sale

These Terms apply to all sales and supply arrangements and override any terms proposed by the Customer unless expressly agreed by us in writing.

The Customer confirms that it is acting either in the course of business or as a commercial, event, hospitality, corporate or private volume buyer under the B2BC model.

No variation of these Terms shall be effective unless agreed in writing by an authorised representative of the Company.

3. Account Approval and Portal Access

Access to the Portal is restricted to approved buyers only. We may approve, refuse, suspend, restrict or withdraw access at our discretion.

Login details are private, non-transferable and must not be shared. The Customer is responsible for all activity carried out through its account.

We may request business, identity, compliance, delivery or payment information before approving or continuing access.

4. Orders and Contract Formation

All Orders submitted are order requests only and do not constitute acceptance by us.

A Contract is formed only when all of the following have occurred:

• availability is confirmed;
• pricing is confirmed;
• payment is received in cleared funds, unless written credit terms have been agreed;
• we confirm acceptance of the Order.

Automated emails, portal messages or order acknowledgements do not constitute acceptance unless expressly stated.

We reserve the right to decline, amend, delay or cancel any Order before acceptance.

5. Pricing

All pricing is private, confidential and subject to change without notice until Order acceptance.

Prices are exclusive of VAT, delivery charges, duties, surcharges or other applicable costs unless expressly stated otherwise.

We reserve the right to correct pricing, stock, product description or system errors before acceptance of an Order.

6. Payment Terms

Payment is by bank transfer only unless otherwise agreed in writing.

Orders will not be processed, released, delivered or made available for collection until cleared funds are received, unless written credit terms have been granted.

If credit terms are granted, we may withdraw or vary them at any time. Late payments may incur statutory interest and recovery costs under applicable UK late payment rules.

7. Delivery and Collection

Delivery and collection are subject to availability, route planning, staffing, location, stock and logistics capacity.

Any delivery or collection times provided are estimates only and are not guaranteed unless expressly agreed in writing.

Risk in the Goods passes to the Customer upon delivery or collection. The Customer is responsible for safe storage, handling and onward use after risk has passed.

Missed deliveries, failed access, incorrect addresses or missed collection slots may incur additional charges.

8. Product Availability and Substitution

All Goods are subject to availability. We may remove, limit or substitute products where stock, supplier or logistical issues arise.

Where a specific product is unavailable, we may offer a suitable alternative. Substitution will require Customer approval where reasonably practicable.

9. Returns, Refunds and Credit Notes

We operate a strict no cash refund policy unless required by law.

Returns are accepted at our discretion only and must be agreed in advance.

Approved returns may be issued as credit notes only. Returned Goods must be unopened, undamaged, in original condition and suitable for resale.

We may refuse returns where Goods are damaged, opened, improperly stored, specially sourced, perishable, customised, event-specific or otherwise unsuitable for resale.

10. Retention of Title

Ownership of the Goods remains with us until full payment has been received in cleared funds.

Until ownership transfers, the Customer must not pledge, charge, encumber or dispose of the Goods in a way that prejudices our rights.

11. Alcohol, Age Restriction and Compliance

The Customer warrants that it will comply with all applicable UK laws and regulations relating to alcohol, age-restricted products, licensing, resale, storage, handling and onward supply.

The Customer must not supply alcohol or age-restricted products to persons under 18 or where prohibited by law.

Where the Customer is reselling, distributing or serving alcohol, it is responsible for holding and maintaining all licences, permissions, approvals and procedures required by law.

We may refuse supply, suspend accounts or cancel Orders where compliance cannot be verified or where we reasonably suspect risk, misuse or unlawful activity.

12. Limitation of Liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability which cannot lawfully be excluded.

Subject to the above, we shall not be liable for indirect, consequential or special losses, including loss of profit, loss of revenue, loss of business, loss of goodwill, event disruption, reputational damage or loss arising from delay, shortage, substitution or non-availability of Goods.

Our total liability in respect of any Order shall not exceed the value paid by the Customer for the relevant Order.

13. Force Majeure

We shall not be liable for delay or failure to perform caused by circumstances beyond our reasonable control, including supplier failure, transport disruption, strikes, weather, regulatory change, shortage of stock, systems failure, public emergency or government restriction.

14. Confidentiality and Pricing Protection

The Customer must keep all private pricing, product access, portal information, commercial terms, supplier information and account details confidential.

The Customer must not disclose, reproduce, share, publish or redistribute private pricing or portal information without our written consent.

Breach of this clause may result in account suspension, termination and legal action.

15. Data Protection

We process personal data in accordance with applicable UK data protection laws and our Privacy Policy.

Personal data may be used for account review, order management, payment administration, delivery, compliance, customer support and lawful business purposes.

16. Suspension and Termination

We may suspend or terminate account access, Orders or supply immediately where there is non-payment, breach of these Terms, suspected fraud, misuse of the Portal, compliance concerns, reputational risk or unlawful activity.

Termination does not affect accrued rights, payment obligations, confidentiality obligations or any clauses intended to survive termination.

17. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising from or in connection with these Terms, the Portal, Orders or supply of Goods.