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terms

1. INTERPRETATION

1.1. In these terms and conditions the following words shall have the following meanings:

"Adhoc Order" any order other than a Quarterly Order;

"Quarterly Orders" the four (4) calendar quarterly orders enabling You to benefit from economies of large scale orders and for which each order window is open for a period of two weeks, as notified by Us from time to time;

"Goods" the Peroni Nastro Azzurro POS merchandise available for sale on the Site;

"Site" the Peroni Nastro Azzurro merchandise website currently hosted at www.peronibrandcentral.com;

"We, Us, Our" Promocean UK Ltd, a member of the Li & Fung Trading Group whose registered office is at Aire Valley Business Centre, Lawkholme Lane, Keighley, BD21 3BB;

"You, Your" the company which is an SABMiller group company ordering Goods through the Site.

1.2 References to the singular include the plural and to the masculine include the feminine and vice versa.

1.3 The headings in these terms and conditions are for convenience only and shall not affect their interpretation.

2. ORDERING PROCESS

2.1 To place an order, You are required to enter Your on-line registration user name and password and to complete the order form on the Site, including billing and delivery details.

2.2 On receipt of an order, We will check the prices and delivery times for the Goods ordered and will confirm these via email to You. If You accept these prices and delivery times, You must confirm Your acceptance via email to info@lifung.eu. On receipt of Your acceptance, a contract will be formed between us for the sale and purchase of the Goods at the agreed price.

2.3 You may cancel any order for Goods without liability prior to Our receipt of Your acceptance. If You wish to cancel after that time, You may do so with Our agreement and on paying any costs incurred by Us in processing Your order and/or cancellation.

3. DESCRIPTION OF GOODS

3.1 The description of the Goods shall be as set out in the product pages of the Site or in any other documents referred to, and available from, the Site.

3.2 All other drawings, descriptive matter, specification and advertising issued by Us and any description or illustrations contained in Our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and will not form part of the contract between us.

4. PRICE, PAYMENT AND INVOICING

4.1 The price for Goods ordered by Adhoc Orders is as set out on the Site from time to time. You acknowledge that the prices payable for Goods purchased by Quarterly Orders may differ to the price on the Site and will depend on the total quantity of Goods ordered by all SABMiller group companies. The price payable for any Goods ordered by Quarterly Orders shall be that set out in Our confirmation and accepted by You.

4.2 All prices are quoted exclusive of freight charges, customs clearance charges, VAT and any local taxes payable, unless otherwise agreed. A VAT invoice will be sent to You with the confirmation of Your order, if applicable.

4.3 We will issue an invoice for the price of the Goods and any other charges payable under clause 4.2 on despatch. All invoices will be payable within 30 days of receipt, unless otherwise agreed in the contract between us.

5. DELIVERY

5.1 We will deliver the Goods DDP or DDU where applicable (Incoterms 2000) to You at the delivery address specified in Your order, unless otherwise agreed.

5.2 Where You notify Us that delivery is to be made to a customs clearance agent, You must supply Us with all necessary local customs requirements to enable Us to produce the correct documentation.

5.3 Risk and title in the Goods will pass on delivery of the Goods to You (or Your nominee).

6. WARRANTIES AND LIABILITY

6.1 We warrant that the Goods shall:

6.2 If the Goods delivered do not conform to the warranties set out above, are not what You ordered, are damaged or defective, or an incorrect quantity (of more than 5% above or below the quantity ordered) has been delivered, or You have been notified by Your customs clearance agent of a clearance issue, You must notify Us in writing as soon as practicable and, in the case of Goods delivered into Your warehouse, within 5 working days of delivery.

6.3 If Goods are not received within 5 working days of the agreed delivery date, You must notify Us in writing.

6.4 If You notify Us under these conditions (6.2 and 6.3), at Your option, We shall, at no cost to You:

subject in each case to inspection by Us of the Goods in question if requested within 5 working days of receipt of Your notification.

6.5 Save as precluded by law, We will not be liable to You for any indirect or consequential loss, damage or expenses, loss of profits, business or goodwill howsoever arising out of any breach of these terms and Our liability to You in respect of any contract shall not exceed the amount payable by You under the contract in question.

6.6 You must comply with all usage instructions and observe all warnings given by Us to You whether on the Site or affixed to the Goods or packaging. All liability for failure to observe such instructions is excluded to the fullest extent permitted by law.

6.7 Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights that may not be excluded or limited as a matter of law, nor in any way to exclude or limit Our liability to You for (i) Our fraud; (ii) any death or personal injury resulting from Our negligence, or (iii) Our breach of any implied terms about title.

9. NOTICES

Unless otherwise expressly stated in these terms and conditions, all notices from You to Us must be in writing and sent to Us at our address above or by email to info@lifung.eu and all notices from Us to You will be emailed to You at the address given on Your order form.

10. FORCE MAJEURE

We shall have no liability to You for any failure to deliver Goods or any delay in doing so or for any damage or defect to Goods delivered that is caused by any event or circumstance beyond Our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident or problems in shipment provided we have, as soon as practicable, notified You in writing of the event of force majeure. If the event of force majeure continues for a period of 30 days or more, You may cancel the delivery of Goods in question by notifying Us in writing.

11. INVALIDITY

If any part of these terms and conditions is unenforceable (including any provision in which We exclude Our liability to You) the enforceability of any other part of these conditions will not be affected.

12. THIRD PARTY RIGHTS

No person, other than SABMiller International Brands Ltd, who is not a party to a contract between us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of any such contract, but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

13. GOVERNING LAW

These terms and conditions and any contract between Us shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between Us.

14. ENTIRE AGREEMENT

These terms and conditions, any documents referred to in these terms and conditions and available on the Site, and Your order form, Our confirmation and Your acceptance set out the whole agreement between us relating to the sale and purchase of Goods. Save for fraud or fraudulent misrepresentation, We shall have no liability for any representations being untrue or misleading.

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