Buyer Terms

DRINKSBOX BUYER TERMS

Last updated: FOR REVIEW ONLY

1. Who we are and how to contact us

1.1 DrinksBox Limited ("DrinksBox", "we", "us" or "our") is registered in England and Wales under company number 16420125 and our registered office is Belgrave House, 39-43 Monument Hill, Weybridge, United Kingdom, KT13 8RN.

1.2 To contact us, please email support@drinksbox.com or telephone our customer service line on 0800 107 5970.

2. Application of these Terms

2.1 We operate the website https://www.drinksbox.com including any sub-domains, DrinksBox mobile application available on iOS and Android devices, and any other platforms or access points which allow access to an online marketplace (“DrinksBox”) to facilitate the sale of alcoholic and non-alcoholic drinks (“Products”) between suppliers and trade buyers and the provision of related services. The software underlying the website and DrinksBox is developed and licensed to us by our parent company, SKUBox Limited.

2.2 Use of DrinksBox is subject to our Website Terms of Use. Your use of DrinksBox will generate data (including "personal data") about orders, deliveries and other matters. Further information about how we process personal data relating to buyers is set out in our Privacy Policy. Further information about how we use cookies is set out in our Cookies Policy. Please take time to read these documents as they are important.

2.3 These terms and conditions ("Terms") govern your purchase of Products through DrinksBox and apply to you if you have been approved by us as a trade buyer. Where you are accepting these Terms on behalf of a company, partnership or other legal entity, you warrant that you have authority to bind that entity to these Terms, and references to "you" and "your" in these Terms are to that entity. If you do not have such authority, you must not accept these Terms or use DrinksBox. DrinksBox does not allow sales directly to consumers, and you warrant that you are purchasing Products for business purposes only and not as a consumer.

2.4 If you open an account through DrinksBox ("Account"), you warrant and represent that:

a. you shall keep your Account details (including password) secure and not share them with any third party;

b. you shall promptly notify us if you have any grounds to believe that your Account may have been compromised; and

c. you are fully responsible and liable for all activity, including orders, submitted through your Account.

2.5 You may add additional users to your Account and assign them role-appropriate permissions, but you remain fully responsible for all activity undertaken under your Account, including that of any additional users.

2.6 We may require information about you and your business to access and use DrinksBox. You warrant and represent that all information you provide to us is accurate and complete. We may share information you provide (for example, your organisation's name, addresses and VAT number) with third parties (including London City Bond ("LCB"), a bonded warehouse operator through which DrinksBox suppliers (“Suppliers”) store and fulfil their Products under arrangements between each Supplier and LCB, and other service providers) to confirm the accuracy of such information and your eligibility to purchase Products through DrinksBox.

2.7 We reserve the right to carry out, or to procure the carrying out of, such identity, credit and compliance checks on you and your business as we reasonably consider appropriate from time to time. By submitting your application and using DrinksBox, you consent to the carrying out of such checks.

3. The Sale of Products and Our Role as Agent

When you purchase Products using DrinksBox, you are purchasing those Products from the relevant Supplier. The contract for the purchase and sale of the Products (each a "Contract") is between you and the relevant Supplier. We are not a party to any Contract. We are acting as disclosed agent on behalf of the Suppliers, which are the principals. You are not purchasing the Products from us.

3.2 By placing an order through DrinksBox, you are offering to purchase the relevant Products from the relevant Supplier. Each individual order you place gives rise to a separate Contract between you and the relevant Supplier, into which these Terms are incorporated. These Terms are not themselves a Contract for the purchase and sale of Products. No other terms are implied by trade, custom, practice or course of dealing.

3.3 Each Contract constitutes the entire agreement between you and the relevant Supplier in relation to the purchase and sale of Products under that Contract. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in these Terms or the relevant Contract.

4. Placing an Order and Its Acceptance

4.1 In accepting and processing your order and in forming a Contract on behalf of the relevant Supplier, we are acting in our capacity as agent for the Suppliers, which are the principals. All rights and obligations under each Contract are between you and the relevant Supplier.

4.2 Please follow the onscreen prompts to place an order. Each order may contain Products from one or more Suppliers. By submitting your order at checkout, you confirm your offer to purchase the Products ordered and authorise us, as agent for the relevant Suppliers, to transmit your order to LCB for fulfilment and place the relevant Supplier-specific orders on their behalf. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

4.3 After you place an order, you will receive an order acknowledgement from us in our standard format, acknowledging receipt of your order and providing you with an order reference number ("Order Acknowledgement"). The Order Acknowledgement does not constitute acceptance of your order and no Contract is formed at this stage.

4.4 We will confirm acceptance of your order on behalf of the relevant Supplier or Suppliers by sending you an order confirmation in our standard format ("Order Confirmation") informing you that your order has been accepted. Where your order contains Products from more than one Supplier, a separate Contract is formed with each Supplier in respect of its Products. Unless we notify you that the relevant Supplier is unable to fulfil your order, each Contract between you and the relevant Supplier is formed on despatch of the relevant Products from LCB's warehouse, at which point we are acting in our capacity as agent for the relevant Supplier in concluding that Contract. The Order Confirmation will relate only to the Products confirmed in it. We are not obliged to procure supply of any other Products which may have been part of your order but were not included in the Order Confirmation.

4.5 Once your order has been accepted and processed, we will send you a further notification in our standard format confirming that the Products have been despatched ("Despatch Notification").

4.6 You may request cancellation or amendment of your order at any time before we send you the Order Confirmation by contacting us at support@drinksbox.com. We will use reasonable endeavours to accommodate such requests but cannot guarantee that cancellation or amendment will be possible if processing has already commenced. Where we agree to cancel your order, we will refund you the amount paid less any costs already incurred by us in connection with your order, including but not limited to payment processing fees, cancellation charges and warehouse handling charges. Once we have sent you the Order Confirmation, no cancellation or amendment is possible.

4.7 If we are unable to procure supply of the Products for any reason, we will inform you and will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery charges as soon as possible.

5. The Products

5.1 All information about the Products on DrinksBox is provided by the relevant Supplier and is displayed by us in our capacity as agent. We cannot independently verify the accuracy of all such information and accept no liability for any inaccuracies that originate with the relevant Supplier. You should not rely solely on the information presented on DrinksBox and should always read labels, warnings and directions provided with the Product before use.

5.2 Images of the Products are for illustrative purposes only. Although we have made every effort to display colours accurately, we cannot guarantee that your device's display accurately reflects the true colour of the Products, including their packaging and labelling. The packaging of Products may also vary from that shown on DrinksBox.

5.3 Each Supplier reserves the right to amend the specification of its Products where required by any applicable statutory or regulatory requirement. Where a Supplier requests us, as its agent, to implement any such change on DrinksBox, we will do so. We do not ourselves have the right to alter the specification of any Product.

Delivery, transfer of risk and title

6.1 We will contact you with an estimated delivery date at or around the time we send you the Despatch Notification. Where no estimated date is provided, delivery will ordinarily take place within 30 days of the date of the Order Confirmation unless there are exceptional circumstances.

6.2 Delivery is complete once the Products have been unloaded at the delivery address set out in your order. Risk in the Products passes to you at that point.

6.3 Title to the Products passes directly from the relevant Supplier to you once we have received payment in full on behalf of the relevant Supplier, including all applicable delivery charges.

6.4 Delivery of the Products is carried out by LCB under the arrangements already in place between each Supplier and LCB. LCB picks and packs items from each Supplier's bonded stock and consolidates the Supplier-specific orders into a single consignment before delivering to you. Our role in facilitating delivery is carried out in our capacity as agent for the relevant Supplier. LCB is not our warehouse operator, DrinksBox does not own, operate or control LCB's warehouse and is not a party to the arrangements between each Supplier and LCB.

6.5 Our liability for any failure or delay in delivery is limited to our obligations as agent and does not extend to the acts or omissions of LCB, whose obligations in connection with storage and fulfilment are governed by its arrangements with the relevant Supplier and not by these Terms. Your recourse in respect of any failure or delay in delivery caused by LCB is against the relevant Supplier under the relevant Contract. If DrinksBox fails to procure delivery of the Products through its own act or omission as agent, its liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest available market, less the price of the Products. DrinksBox will not be liable to the extent that any failure to deliver was caused by circumstances beyond its reasonable control, including but not limited to acts of God, flood, drought, earthquake, epidemic, pandemic, acts of war, strikes or other industrial action, or failure of third party systems or infrastructure, or because you failed to provide adequate delivery instructions.

6.6 If you fail to take delivery within 10 days after the day on which we notified you that the Products were ready for delivery, we may, acting as agent for the relevant Supplier, resell part or all of the Products on the Supplier's behalf. Where delivery fails as a result of your act or omission, any re-delivery charges will be payable by you.

6.7 We deliver within mainland UK excluding the Scottish Highlands. We do not deliver to addresses in Northern Ireland. If your delivery address is geographically remote, we may not be able to deliver there and will notify you before accepting your order. Products comprised within the same order cannot be delivered to different addresses.

6.8 You must inspect the Products on delivery and note any shortage, incorrect pick or damage on the proof of delivery. By signing the proof of delivery without noting any such issue, you acknowledge that the Products were delivered in the correct quantities and without visible damage. You must notify us in writing of any such issue not apparent on reasonable inspection as soon as reasonably practicable after discovery and in any event within 7 days of delivery. Where we receive notification of any such issue, we will liaise with the relevant Supplier and/or LCB on your behalf as appropriate to procure replacement or a refund.

6.9 Duty on Products becomes payable when goods leave LCB's bonded warehouse and enter the UK market. Duty is the responsibility of the relevant Supplier.

Price of Products and delivery charges

7.1 The prices of the Products are as quoted on DrinksBox at the time you submit your order. Prices are exclusive of VAT, which will be added at the applicable current rate in the UK. Prices are set independently by each Supplier, and we display and communicate those prices to you in our capacity as agent for the relevant Supplier. Suppliers may also set bespoke pricing for individual trade buyers or groups of trade buyers, and the price displayed to you at checkout may therefore differ from prices displayed to other buyers.

7.2 We take reasonable steps to ensure that all details, descriptions and prices appearing on DrinksBox are accurate. However, this information is provided to us by the Suppliers and errors may occasionally occur. If we discover an error in the price of any Products you have ordered, we will inform you as soon as possible and, acting on behalf of the relevant Supplier, give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you, your order will be treated as cancelled. If you have already paid for the Products, you will receive a full refund as soon as possible.

7.3 Prices may change from time to time, but no change will affect any order already confirmed by an Order Confirmation. If the rate of VAT changes between the date of your order and the date of despatch, we will adjust the VAT you pay, unless payment has already been collected in full before the change in VAT takes effect.

7.4 The price of Products does not include delivery charges. Delivery charges will be notified to you at checkout before you confirm your order.

7.5 Delivery services are facilitated by DrinksBox. Delivery charges are payable to DrinksBox and are separate from the purchase price payable to the relevant Supplier.

8. Payment

8.1 Payments for orders placed through DrinksBox are processed through our nominated payment service provider. By placing an order, you accept and agree to be bound by the terms of service of our nominated payment service provider. We are not responsible for any failure by our nominated payment service provider to process a payment, and you should refer any such issues directly to them in accordance with their terms of service.

8.2 All payments for Products are authorised at the point at which you place your order and captured on despatch. By submitting an order, you consent to us authorising and capturing payment in full via our nominated payment service provider on behalf of the relevant Supplier or Suppliers. No order will be processed until payment has been successfully authorised.

8.3 We capture payment from you in our capacity as disclosed agent for the relevant Supplier. Payment successfully captured by us via our nominated payment service provider in accordance with these Terms constitutes a good discharge of your payment obligation to the relevant Supplier for the Products purchased under the relevant Contract. You are not required to make any separate payment directly to the relevant Supplier.

8.4 We will issue a single consolidated VAT invoice to you on behalf of all relevant Suppliers following despatch of your order, even where your order includes Products from multiple Suppliers. VAT invoices will be made available through your Account.

8.5 Where you have loyalty credit available in your Account, you may apply it towards payment for an order at checkout in accordance with clause 12.

9. Warranty for the Products

9.1 The Products are intended for sale and use within the UK only. We do not warrant that the Products comply with the laws, regulations or standards of any jurisdiction outside the UK.

9.2 Each Supplier warrants that on delivery, the Products shall:

a. subject to clause 9.4, conform in all material respects with their description (including any applicable use-by or sell-by date); and

b. be free from material defects in design, material and workmanship.

We pass this warranty through to you in our capacity as agent for the relevant Supplier. The warranty is given by the Supplier, not by us. To the extent we take any steps to enforce or administer the warranty on your behalf, we do so as agent for the relevant Supplier.

9.3 If any Products do not comply with the warranty set out in clause 9.2, you should notify us in writing as soon as reasonably practicable after discovery. Where we receive such notification, we will liaise with the relevant Supplier on your behalf. Subject to clause 9.4, the relevant Supplier will, at its option (and we will use reasonable endeavours to procure on the Supplier's behalf), either replace the defective Products or refund the price of the defective Products in full, in final settlement of all claims arising from the relevant defect. Where the relevant Supplier or we (on its behalf) so request, you must:

a. give the relevant Supplier (or us, on its behalf) a reasonable opportunity to examine the Products; and

b. return the defective Products to such address as we may notify to you on behalf of the relevant Supplier.

The reasonable costs of return will be met by the relevant Supplier where the Products are confirmed to be defective.

Neither the relevant Supplier nor DrinksBox will be liable for breach of the warranty set out in clause 9.2 if:

a. you make any further use of the Products after giving notice under clause 9.3;

b. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

c. the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9.5 The relevant Supplier's liability to you for failure to comply with the warranty set out in clause 9.2 is limited to the remedies set out in clause 9.3. Responsibility for product quality and safety rests with the relevant Supplier as principal seller. DrinksBox accepts no liability for any matter relating to product quality, safety, fitness for purpose or regulatory compliance.

9.6 Except as expressly stated in these Terms, neither we nor the Suppliers give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, neither we nor the Suppliers will be responsible for ensuring that the Products are suitable for your purposes.

9.7 These Terms apply equally to any replacement Products supplied by the relevant Supplier through us as its agent.

10. Our liability

10.1 References to "liability" in this clause 10 include every kind of liability arising under or in connection with these Terms and any liability arising in connection with any Contract (including in DrinksBox's capacity as disclosed agent in concluding or performing that Contract), whether in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Nothing in these Terms will limit or exclude our liability for:

a. death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;

b. fraud or fraudulent misrepresentation by us; or

c. any other liability that cannot be limited or excluded by applicable law.

10.3 Subject to clause 10.2, we will under no circumstances be liable to you for:

a. loss of profits;

b. loss of sales or business;

c. loss of revenue;

d. loss of agreements or contracts;

e. loss of anticipated savings;

f. loss of or damage to goodwill or reputation;

g. loss of or damage to data;

h. business interruption;

i. any claim arising from the acts or omissions of any Supplier in its capacity as principal seller, including in respect of product quality, safety, fitness for purpose or regulatory compliance; or

j. any indirect or consequential loss.

10.4 Subject to clauses 10.2 and 10.3, our total liability to you for all losses arising under or in connection with these Terms, or in connection with any individual Contract, will in no circumstances exceed, in respect of each such Contract, the greater of (a) £100; or (b) the price paid or payable by you for the Products under that Contract. Our liability is further limited to losses that were reasonably foreseeable at the time the relevant Contract was formed.

Our liability in connection with any Contract is limited to our liability as disclosed agent acting on behalf of the relevant Supplier in concluding and performing that Contract. We are not liable as a contracting party under any Contract, nor are we liable for the acts, omissions or defaults of any Supplier as principal, including in respect of product quality, safety, fitness for purpose, regulatory compliance or any other obligation owed by the Supplier to you. Nothing in these Terms limits or restricts any claim you may bring directly against the relevant Supplier. Where we become aware of a dispute between you and a relevant Supplier, we will use reasonable endeavours to facilitate communication between you and the Supplier, but we accept no liability for the outcome of any such dispute.

10.6 Each Supplier that lists Products on DrinksBox stores those Products at LCB under arrangements between that Supplier and LCB. DrinksBox is not a party to those arrangements and is not liable for the acts or omissions of LCB in the course of storage, fulfilment or delivery of your order. You have no direct legal relationship with LCB, and LCB owes no contractual obligations to you. Where any issue arises in connection with the storage, fulfilment or delivery of your order, your recourse is against the relevant Supplier as the party whose arrangements with LCB govern those activities. DrinksBox's involvement with LCB in connection with your order is limited to transmitting orders to LCB for fulfilment on behalf of the relevant Suppliers and procuring picking, packing and delivery services on their behalf, the costs of which are reflected in the delivery charges payable under clause 7. DrinksBox is not responsible for any matter arising from the storage, handling, picking, packing or transit of Products.

DrinksBox Access

We may suspend or withdraw your access to DrinksBox and your Account at any time, including (without limitation) where you have failed to pay any amount due under a Contract, you have breached these Terms, or we are required to do so by law or regulation. Where practicable, we will give you reasonable notice. Any Contracts already confirmed by Despatch Notification will continue to be fulfilled in accordance with these Terms.

Special Promotions and Loyalty Programme

12.1 From time to time, we may offer special promotions, discounts and similar offers ("Promotion"). Participation in a Promotion may be subject to eligibility criteria and/or separate terms published on DrinksBox at the time.

12.2 We operate a loyalty programme under which you earn loyalty credit on qualifying purchases at rates determined by us from time to time and published on DrinksBox ("Loyalty Credit"). The following terms apply to the loyalty programme:

a. Loyalty Credit is added to your Account once the notification period set out in clause 6.8 has expired in respect of the relevant order and no unresolved claim is outstanding, and remains valid for 12 months from the date it is added to your Account. Any Loyalty Credit not redeemed within that period will expire automatically.

b. At checkout, you may choose to apply your available Loyalty Credit balance towards payment for an order. Where you choose to apply Loyalty Credit, your full available balance will be applied. Partial redemption is not permitted. Loyalty Credit can only be applied before an order is submitted and cannot be applied retrospectively.

c. Any portion of an order paid using Loyalty Credit will not itself earn further Loyalty Credit.

d. Loyalty Credit cannot be exchanged for cash, transferred to another account, or redeemed for anything other than Products on DrinksBox.

e. Where an order paid partly or wholly using Loyalty Credit is subsequently cancelled or refunded, the Loyalty Credit-funded portion will be returned to your Loyalty Credit balance first and any remainder will be refunded via our nominated payment service provider. The returned Loyalty Credit will carry the original expiry date.

f. From time to time, Suppliers may fund promotional activity, including double-points campaigns. The terms of any such campaign, including the qualifying period and eligible Products, will be published on DrinksBox at the time.

g. We may at our discretion credit Loyalty Credit to your Account from time to time.

12.3 We reserve the right to amend, suspend or discontinue the loyalty programme on not less than 30 days' written notice to you. Any Loyalty Credit accrued prior to the date of discontinuation will remain redeemable for its remaining validity period unless we notify you otherwise.

12.4 From time to time, we may introduce additional paid features or subscription tiers offering enhanced services on DrinksBox, such as premium delivery options. Any such features will be subject to separate terms and pricing which will be notified to you at the time of their introduction.

13. General

13.1 Communications between us under these Terms will ordinarily be made through DrinksBox or by email. Any formal notice required under these Terms must be in writing and may be given by email. You may contact us at support@drinksbox.com. We may give notice to you at either the email or postal address you provide to us when registering your Account or placing an order.

13.2 We may assign or transfer our rights and obligations under these Terms to another entity but will always notify you by posting on our website if this happens. You may only assign or transfer your rights or your obligations under these Terms to another person if we agree in writing.

13.3 We reserve the right to change these Terms from time to time by updating them on DrinksBox. No such change will affect any Contract already confirmed by Despatch Notification.

13.4 You shall comply with all applicable law, including the Bribery Act 2010, the Modern Slavery Act 2015 and all applicable anti-money laundering legislation. You warrant that you have in place adequate procedures designed to prevent bribery and to detect and address modern slavery risks in your supply chain.

13.5 If we do not insist that you perform any of your obligations under these Terms, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

13.6 Termination or expiry of your access to DrinksBox shall not affect any rights, obligations or liabilities that have accrued prior to termination, including any Contracts already formed. Any provision of these Terms that expressly or by implication is intended to continue after termination shall remain in full force and effect.

13.7 Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.

13.8 These Terms are between you and us. No other person has any rights to enforce any of their terms under the Contracts (Rights of Third Parties) Act 1999.

13.9 These Terms and each Contract are governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with these Terms or any Contract to the exclusive jurisdiction of the English courts.

13.10 You shall treat as confidential any pricing, commercial terms or other information made available to you through DrinksBox that is not publicly available, and shall not disclose such information to any third party without our prior written consent. This obligation shall survive termination of these Terms.

13.11 We may collect, use and commercialise aggregated, anonymised and de-identified data generated through your use of DrinksBox for any purpose, including developing and selling market intelligence, analytics and reporting services, provided that such use does not identify or enable the identification of you or any individual buyer. For the avoidance of doubt, such data is owned by and freely usable by DrinksBox.

13.12 These Terms, together with any other terms, policies or documents we make available to you in connection with your use of DrinksBox, constitute the entire agreement between you and DrinksBox in relation to your use of DrinksBox. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in these Terms.