1.1 The following expressions shall have the following meanings:
Premises the pub, restaurant, shop or hotel site or sites or other premises of the Customer named in the Order and by or on behalf of which the Order is placed
Business Day a day where banks in London are open for
trading, which is not a Saturday, Sunday or public holiday
Conditions the standard terms and conditions of sale of Greene King as set out herein and including any additional terms and conditions of sale agreed in writing by Greene King
Confidential Information means all information in respect of the business of Greene King and/or any member of its group of companies including know-how or other matters connected with the Goods, and information concerning relationships with actual or potential clients, customers or suppliers and the needs and requirements of Greene King and/or any member of its group of companies and those persons, drawings, designs and specifications and any other information which, if disclosed, may cause harm to Greene King and/or any member of its group of companies
Contract the contract between Greene King and the Customer for the sale and purchase of the Goods in accordance with these Conditions
Control in relation to any person, the power to direct the management or policies of that person directly or indirectly through the ownership of shares or voting securities or by contract or otherwise and “Change of Control” means a change in the person or persons exercising such power

Customer the individual, firm, company or other party
who owns or manages the Premises to which an Order relates
Delivery delivery of Goods at the Premises and off- loading of the Goods in accordance with an Order and “deliveries” and “delivered” shall be construed accordingly
Delivery Date such date as is agreed by Greene King for
Delivery
Force Majeure Event has the meaning given in Condition
Goods the goods which are the subject of the Order
Greene King Greene King Brewing and Retailing Limited a company registered in England and Wales with company number 03298903 whose registered office is at Westgate Brewery, Bury St Edmunds, Suffolk IP33 1QT

Order an order placed by the Customer with Greene King or its nominated intermediary for the Delivery of Goods to a Premises whether orally or in writing and duly accepted by an authorised representative of Greene King or its nominated
intermediary
1.2 Writing includes electronic communication and
comparable means of communication and “written” shall be construed accordingly.
1.3 Any phrase introduced by the terms including include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4 Words importing the singular number shall include the plural and vice versa, and words importing persons shall include bodies corporate, unincorporated associations and partnerships.

2.1 These Conditions apply to the Order to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.3 Each Order or acceptance of a quotation for Goods will be deemed to be an offer by the Customer to purchase Goods in accordance with these Conditions. The Contract is formed when Greene King issues a written acceptance of the Order or delivers the Order, whichever is the soonest.
2.4 The Customer’s acceptance of delivery of the Goods shall constitute unqualified acceptance of these Conditions.
2.5 When the Customer places its first Order, or its first Order under these Conditions, Greene King shall create an online account for the Customer.
2.6 Any samples, drawings, descriptive matter or advertising produced by Greene King and any descriptions or illustrations contained in Greene King’s marketing materials are produced for the sole purpose of giving an approximate idea of the
Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 A quotation for the Goods given by Greene King shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.8 Greene King reserves the right to amend any specification of the Goods if required by any applicable statutory or regulatory requirements.
2.9 Greene King further reserves the right to update these terms and conditions from time to time.
2.10 Greene King will use reasonable endeavours to ensure that all Goods supplied shall:
2.10.1 be of satisfactory quality;
2.10.2 correspond with the Order; and
12.10.3 comply with all relevant laws and regulations

2.11 The Customer acknowledges that Greene King may at any time, without liability to the Customer, discontinue any or all of the manufacture, supply and promotion of any of the Goods and/or amend the specifications or composition of any of the Goods and Greene King shall not be deemed to
be in breach of any of its obligations as a consequence of any discontinuation or amendment.
2.12 Where applicable, Greene King will comply with all obligations and provisions of any applicable legislative requirements concerning food information and food and drink labelling. In particular Greene King will provide all relevant information in the appropriate format to ensure that information on all allergens present in the specific Goods concerned is provided to the Customer. Greene King shall provide this information in such a way as to ensure that the Customer is able to comply with any relevant food information provisions concerning the provision of information on allergens in the sale and supply of food and drink.

3.1 Greene King shall:
3.1.1 properly pack the Goods in such manner as to enable them to reach their destination in good condition;
3.1.2 accompany each Delivery with a delivery note which shows the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
3.1.3 with each Delivery, provide information on the properties of the Goods and packaging materials to facilitate safe storage, handling and transportation of the Goods and packaging material.
3.2 Greene King shall Deliver the Goods:
3.2.1 on or within a reasonable time of the Delivery Date;
3.2.2 to the Premises address, or such other address agreed in writing with the Customer;
3.2.3 during the hours of 7:00 am to 7:00 pm on a Business Day.
3.3 Greene King may agree with the Customer to Deliver the Goods in instalments, and each instalment shall be treated as a separate Order for the purposes of these Conditions.
3.4 Unless otherwise agreed in writing by Greene King, Goods shall not be delivered on a sale or return basis.
3.5 Greene King reserves the right to make an additional charge if the Customer requests any unscheduled or emergency delivery.
3.6 The Customer shall procure that Greene King or its agent has sufficient rights of access and unrestricted parking at all times at the Customer’s address for delivery, for the purpose of the safe and proper Delivery of the Goods and shall
immediately notify Greene King or its agent of any potential restrictions that could prevent, delay or restrict Delivery of the goods including parking restrictions.
3.7 If Delivery is refused then the Customer shall be liable for all costs reasonably incurred by Greene King in consequence of such rejected Delivery, including a reasonable administrative charge.
3.8 Any dates quoted for Delivery are approximate only, and time and date for Delivery shall not be of the essence. Greene King shall not be liable for any delay in Delivery that is caused by a Force Majeure Event or the Customer’s failure to provide Greene King with adequate Delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.9 Subject to Conditions 3.10, 3.11 and 5 below, the Customer shall be deemed to have accepted the Goods on Delivery.
3.10 Upon delivery the Customer should examine all Goods and where practicable detail any shortages and/or damage to the Goods on the delivery note or in such other manner as Greene King may notify to the Customer from time to time. Delivery notes should be signed by an authorised representative of the Customer and Greene King shall be entitled, in the absence of manifest evidence to the contrary, to treat any signature on the delivery note obtained in good faith to be from an authorised representative of the Customer.
3.11 Greene King will only assume liability for:
3.11.1 non-delivery if the Customer notifies Greene King of the claim within 5 days of the date of Greene King’s invoice; or
3.11.2 shortages in quantity delivered if the Customer notifies Greene King of a claim on the delivery note or otherwise within 24 hours of receipt of the Goods.

4.1 The Customer shall take all reasonable steps to preserve the quality of the Goods from the time of delivery until dispensed or sold to the ultimate consumer including:
4.1.1 storing the Goods in clean, sound and dry premises, out of direct sunlight and within appropriate temperatures and other ambient conditions for the particular Goods concerned;
4.1.2 loading, transporting and unloading the Goods
carefully and in suitably adapted vehicles and using suitable equipment;
4.1.3 implementing proper stock rotation procedures to ensure that the Goods with the earlier “Best Before” date are delivered and used first;
4.1.4 avoiding the stock-piling of perishable Goods;
4.1.5 minimising (so far as is possible) the time elapsing between delivery and onward sale of perishable Goods; and
4.1.6 observing (where appropriate) any guidelines issued from time to time by Greene King concerning the temperature of, and method of dispensing to the ultimate consumer of, any particular brand or type of Goods.
4.2 The Customer grants Greene King an irrevocable licence during the term of any Contract at any time to allow Greene King, its agents and employees to enter any premises where the Goods are or may be stored and handled on Greene King’s behalf and providing reasonable notice (and shall, upon request, provide Greene King with reasonable details of the Customer’s retail customers and use all reasonable endeavours to procure that they allow Greene King reasonable access to their 2 premises and facilities where the Goods are stored and handled), to permit Greene King to

4.1. If, in the reasonable opinion of Greene King, there is a breach of the requirements of Condition 4.1 or of this Condition
4.2, then without prejudice to any other remedies available to Greene King, Greene King may, in its discretion, withhold further supplies from the Customer until the Customer can show to Greene King’s reasonable satisfaction that the
requirements of Condition 4.1 and/or 4.2 are being complied with.
4.3 The Customer shall ensure, and shall procure that its retail customers ensure, that the Goods remain in the original containers in which they are supplied until sold or dispensed to the ultimate consumer and that any markings (including any trade marks), numbers or references indicated on the containers are not covered, defaced, altered or erased. The Customer shall provide such co- operation and assistance as Greene King may reasonably request in order to comply with
applicable legal requirements relating to the Goods or any part of them.
4.4 The Customer shall not, and shall use all reasonable endeavours to procure that its retail customers shall not, without the written consent of Greene King, use any of the names, devices, or logos applied by Greene King to any of the Goods, except for the purpose of identifying and promoting Goods supplied by Greene King and in any event shall comply with its obligations in respect of use of Intellectual Property Rights in Condition 7.1.
4.5 The Customer shall not, and shall procure that its retail customers shall not, without the written consent of Greene King, sell, dispose of or describe the Goods under or by reference to any other name or description instead of the name or description applied to the Goods by Greene King.
4.6 In the unlikely event there is a quality issue with the Goods supplied to the Customer, to assist Greene King in rectifying any issues and to ensure the immediate recall of any of the Goods the Customer shall:
4.6.1 immediately notify Greene King of any issues or potential issues in relation to Goods that the Customer may become reasonably aware of from time to time;
4.6.2 provide such assistance as Greene King may reasonably require from time to time;
4.6.3 maintain appropriate, up-to-date, accurate records
of stock held by the Customer and sales of the Goods made including records of deliveries to its retail customers; and
4.6.4 provide Greene King, its agents or employees access to the Customer’s premises where the Goods are or may be stored and handled and use all reasonable endeavours to procure the same access to its retail customers’ premises to
allow the testing and removal of any of the Goods.
4.7 To the extent that the Goods are provided in accordance with a specification supplied by the Customer, the Customer shall indemnify Greene King against all liabilities, costs, expenses, damages and losses (including any direct, indirect
or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Greene King in connection with any claim made against Greene King for actual or alleged infringement of a third
party’s intellectual property rights arising out of or in connection with Greene King’s use of the specification. This Condition 4.7 shall survive termination of the Contract.

5.1 Greene King will only accept liability for damage to all or part of the Goods in transit (where the Goods are carried by Greene King’s own transport or by a carrier on behalf of Greene King) if the Customer notifies Greene King on the delivery note or otherwise within 24 hours of receipt of the Goods or the scheduled date of Delivery, whichever is the
earlier.
5.2 If the Customer has an issue with regard to the quality and/or condition of the Goods at the time of Delivery, that is not readily identifiable from a visual inspection of the external appearance of the Goods (i.e. without opening up their packaging), as follows:
5.2.1 the Goods are out of date; or
5.2.2 the Goods are damaged, rotten or infested, then the Customer shall notify Greene King as soon as possible but in any event within two (2) Business Days of becoming aware of the defect, and in no event later than 30 days following
Delivery or, if earlier, the “best before” date (subject to such date not being exceeded prior to Delivery). Failure by the Customer to comply with this Condition 5.2, and to follow Greene King’s reasonable instructions to make the Goods
available for uplift by Greene King, will release Greene King from any obligation to accept any return of the Goods in question.
5.3 Prior to removal of the Goods from the Premises, the Goods in question (“Rejected Goods”) shall be held by the Customer without cost to Greene King pending Greene King’s instructions. The Customer shall allow Greene King’s’
representative full access at any time between 9.00am and 5.30pm on a Business Day to examine the Rejected Goods. Greene King will use its reasonable endeavours, where practicable, to examine and/or approve the return of the Goods within a reasonable timescale.
5.4 If Greene King agrees that the quality of the Rejected Goods is unacceptable and approves the return of the Goods, prior to Greene King or its agent collecting the Rejected Goods the Customer shall execute an uplift declaration (“Uplift Declaration”). By signing the Uplift Declaration
the Customer will be deemed to have made the following declaration insofar as the Rejected Goods consist of cask and/or keg beer: “I hereby declare that the beer listed herein and/or purchased from Greene King was not, while in my
possession, removed from the vessel in which it was supplied, nor became accidentally spoiled or otherwise unfit for sale, nor any substance added to the beer and that no part of the beer consists of waste beer or sediments other than those forming naturally”.
5.5 To compensate the Customer for the supply of any Goods which are considered to be defective under the terms of these Conditions, Greene King shall give the Customer credit for Rejected Goods which it has agreed are unacceptable pursuant to this Condition 5. However, Greene King may reclaim any such credit if the Rejected Goods are subsequently found not to comply with Condition 5.2 and/or the circumstances outlined in Condition 3 13.2 or have been found to be adulterated and/or damaged, in whatever manner, whilst in the Customer’s possession contrary to the deemed declaration set out at Condition 5.4.

6.1 Where Greene King has agreed in writing and in advance that the Customer may return Goods that are not Rejected Goods (as defined in Condition 5.3), such Goods must be returned within three weeks of delivery in order to be eligible for a credit.
6.2 Where Greene King has agreed in writing and in advance that the Customer may purchase Goods on a sale or return basis, then such Goods must be returned within three weeks of delivery and any credit will be subject to a maximum value of 20% of the Order.

7.1 All intellectual property rights in the Goods and materials provided by Greene King or on its behalf to the Customer in connection with the Contract shall remain the property of Greene King or its licensor. Greene King hereby grants the Customer a limited, non-exclusive licence to use those
intellectual property rights for the duration of the Contract solely in order to use and supply the Goods in accordance with the Contract.
7.2 The Customer shall ensure that any reference to or use of Greene King’s or Greene King’s licensors’ trade marks is in a manner and form approved by Greene King and accompanied by an acknowledgement that the trade mark belongs to Greene King or Greene King’s licensors. The Customer shall not use any other trade marks in relation to the Goods without first obtaining Greene King’s prior written consent.
7.3 The Customer shall, immediately on becoming aware of the same, notify Greene King of any infringement or wrongful use of Greene King’s or its licensors’ intellectual property rights which comes to its attention, and shall co-operate at all
times with Greene King in the prevention of any such infringement or wrongful use.
7.4 Nothing in Condition 7.1 shall act to assign any Greene King intellectual property rights without Greene King’s express written consent before the date of the Order or Delivery of the Goods unless expressly agreed by Greene King in writing.
7.5 In the event that Greene King ceases to supply the Goods to the Customer for any reason whatsoever, the Customer hereby acknowledges that the licence set out in Condition 7.1 will terminate with immediate effect (or as otherwise specifically agreed by Greene King).

8.1 The prices payable for Goods ordered by the Customer shall be the prices as applicable on the date of Order. Prices are subject to change without notice.
8.2 No variation in price will be accepted unless agreed by Greene King in writing.
8.3 No rebate or discount will be accepted unless agreed by Greene King in writing in advance of any accrual and/or payment.
8.4 Where a rebate or discount has been agreed by Greene King in accordance with clause 8.3, neither party shall adjust VAT on any such rebate or discount under regulation 38 of the Value Added Tax Regulations 1995 (SI 1995/2518) where the Customer is not restricted from the recovery of VAT. In the event that a credit note is issued by Greene King to the Customer, it shall state “This is not a credit note for VAT”.
8.5 Each Order shall be subject to a minimum order value of:
8.5.1 £200 (or such alternative sum as may be advised to the Customer by Greene King from time to time) for deliveries made by Greene King; and
8.5.2 £300 (or such alternative sum as may be advised to the Customer by Greene King from time to time) for deliveries made by Greene King’s agents.
8.6 Where Goods are subject to value added tax or other sales tax the amount legally demandable is to be rendered as a separate item of account.
8.7 Unless otherwise stated, the price of the Goods shall be inclusive of all charges for packaging, packing, shipping, carriage, insurance and Delivery but net of any duties (including VAT and excise duty), impost or levies.
8.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and shall not be entitled to assert any credit, set-off or counterclaim against Greene King in order to
justify withholding payment of any such amount in whole or in part. Greene King may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Greene King to the Customer.

9.1 Unless otherwise agreed by Greene King, the Customer shall pay for Goods before delivery. Any overpayments will be left as a credit on the Customer’s account.
9.2 Invoices for Goods sold will be issued after delivery and will include any outstanding amounts owning, including sugar tax. Invoices will be sent by email. Invoices shall be addressed to the person and address stated in the Order or as otherwise notified by the Customer and agreed by Greene King. Payment is due on receipt.
9.3 Subject to agreement by Greene King, the Customer may pay for Orders by weekly direct debit. Greene King reserves the right to charge the Customer an administrative fee for any returned direct debits.
9.4 Greene King shall send statements of account to the Customer via email.
9.5 If the Customer fails to pay any amount due to Greene King under any Contract by the due date, interest shall be added to such amount at the annual rate of 4% over the base rate for the time being of Lloyds Bank plc accruing on a daily basis from that due date until the date on which full and
cleared payment is received by Greene King (after as well as before judgment).
9.6 If, in Greene King’s view, the Customer’s creditworthiness deteriorates before delivery of the Goods, Greene King may:
9.6.1 require payment in full or in part for the Goods prior to Delivery; or
9.6.2 require the provision of security for payment by the
Customer in such form as is acceptable to Greene King; or 4

9.6.3 suspend or cancel any Delivery and/or Order placed by the Customer until such time as Greene King is reasonably satisfied that the Customer is of good financial standing.

9.7 Greene King may alter or withdraw at any time any credit allowed to the Customer and will notify the Customer of any revised payment terms. Greene King will endeavour to provide the Customer with 28 days’ notice of any such changes before they take effect.

10.1 Risk of damage to or loss of the Goods shall pass to the Customer upon Delivery.
10.2 The title to and property in the Goods shall pass to the Customer upon payment in full and cleared funds for the Goods unless payment for the Goods is made prior to Delivery, when it shall pass to Purchaser upon Delivery.
10.3 Until title to and ownership of the Goods has passed to the Customer under Condition 10.2 the Customer must:
10.3.1 hold the Goods on a fiduciary basis as Greene King’s bailee or under a contract of deposit;
10.3.2 store the Goods (at no cost to Greene King) separately from all other Goods of the Customer or any third party in such a way that they remain readily identifiable as Greene King’s property; and
10.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
10.3.4 maintain the Goods in satisfactory condition; and
10.3.5 insure the Goods on behalf of Greene King; and
10.3.6 not attach the Goods to real property without Greene King’s consent.
10.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
10.4.1 any sale will be effected in the ordinary course of the Customer’s business; and
10.4.2 subject to the provisions of this Condition 10, any such sale will be a sale of Greene King’s property on the Customer’s own behalf and the Customer will deal as principal when making such a sale; and
10.4.3 the Customer shall hold such part of the proceeds of sale as represent the amount owed by the Customer to Greene King on Greene King’s behalf and shall keep such proceeds identified and separate from any other monies and the Customer shall account to Greene King accordingly; and
10.4.4 the Customer’s right of resale referred to in this Condition shall automatically cease upon the occurrence of any of the events referred to in Condition 14.3.
10.5 At any time before title to the Goods passes to the Customer (whether or not any payment to Greene King is then overdue or the Customer is otherwise in breach of any obligation to Greene King and without prejudice to any other of Greene King’s rights):
10.5.1 the Customer grants Greene King, its employees or agents an irrevocable licence and/or shall procure that (where applicable) its customers or any third party storing the Goods on the Customer’s behalf grant Greene King, the
right at any time to enter any premises where the Goods may be stored to retake possession of all or any part of the Goods and/or to check that the Customer has complied with Condition 10.3; and
10.5.2 Greene King may require delivery up to it of all or any part of the Goods.
10.6 If payment for the Goods is made prior to Delivery, Greene King undertakes that it will maintain the Goods in satisfactory condition until Delivery is made.

11.1 All containers, kegs (including empty returnable kegs (“Empty Kegs”)), gas cylinders, cases, pallets and returnable bottles (collectively, “Containers”) which Greene King has used to supply the Goods remain Greene King’s property at all times. The Customer shall return all Containers to Greene King on demand and shall not in any way sell, pledge or otherwise dispose of them. The Customer shall at all times be
responsible for all losses of and/or damage to  Containers howsoever arising and shall effect adequate insurance cover against such a loss or damage.
11.2 The Customer may not use Empty Kegs for any other means than stated under the Contract. The Customer may not alter, modify or in any other way change Greene King’s labels on the Empty Kegs.
11.3 Greene King may levy a deposit in respect of certain Containers as may be notified to the Customer by Greene King from time to time. Such deposit shall be refunded on the return of the relevant Containers in good condition.
11.4 In respect of Containers for which no deposit charge is levied under clause 11.3, Greene King retains the right to make a reasonable charge for those Containers not returned within a reasonable period.
11.5 Greene King may in its absolute discretion accept an annual loss of up to 3% of the number of kegs supplied under this Agreement before any charges are imposed for the cost of replacing missing or damaged Empty Kegs.
11.6 Containers are vessels to carry Goods and are not measures.
11.7 The Customer shall, at its own expense, dispose of all non-returnable packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.

12.1 All equipment for the dispensing and cooling of draught and packaged goods supplied to the Customer or otherwise to the Premises at any time by Greene King and any such equipment for which Greene King assumes responsibility under a “must buy/must sell” agreement or otherwise
(“Equipment“) will, in the absence of any written agreement to the contrary, at all times remain the exclusive property of Greene King, and the Customer shall return any Equipment to Greene King on request and shall not in any way sell, pledge or otherwise dispose of such Equipment.
12.2 The Equipment shall only be used in accordance with any instructions supplied by Greene King, and shall be used solely for dispensing Goods supplied 5 directly to the Customer by Greene King.  The Equipment must not be moved to a different location or tampered with.

12.3 In the event that the Customer uses the Equipment to dispense Goods not supplied by Greene King, Greene King reserves the right to remove the Equipment from the Premises, charge the Customer for the use of the Equipment as long as the Customer dispenses other brands through
it, or to sell the Equipment to the Customer at a price agreed between Greene King and the Customer.
12.4 Greene King may at any time submit an invoice to the Customer in an amount equivalent to the cost of the Equipment (as at the date of installation or purchase) and/or the installation costs thereof, which invoice the Customer shall pay within 14 days of the date of such invoice.
12.5 Greene King will only provide or procure the provision of maintenance and repair services for Equipment used solely for draught or cask Goods supplied by Greene King.
12.6 Where Greene King no longer provide the majority share of cask or draught products dispensed through the Equipment provided, Greene King reserves the right to sell the Equipment on a “must buy/must sell” basis to the new lead supplier so that maintenance responsibility shall pass to the new lead supplier.
12.7 The Customer shall at all times be responsible for all losses of and/or damage to the Equipment howsoever arising and shall effect adequate insurance cover against the risk of such loss or damage.  The Customer shall maintain the
Equipment to an acceptable standard through correct cleaning and hygiene processes, as failure to adhere to correct practices may result in damage or reduce the operating capacity of the Equipment.  Greene King reserves the right to charge for both the replacement Equipment and the associated labour costs for repair or replacement in the event that Equipment is damage due to the Customer’s negligence or wilful default.
12.8 The Customer shall provide access for maintenance, removal or auditing of the Equipment at all reasonable times.
12.9 Notwithstanding Condition 11.1, Greene King shall have the right immediately to withdraw all Equipment should the Customer cease trading with Greene King.
12.10 The Customer hereby grants an irrevocable licence to Greene King to enter any premises owned or controlled by the Customer to repossess and remove any Equipment.

13.1 Subject to Condition 13.2 Greene King warrants that the Goods and their packaging will on the Delivery Date:
13.1.1 comply with their description; and
13.1.2 be substantially free from defects in materials and workmanship.
13.2 The warranties in Condition 13.1 are given on the condition that Greene King is not liable for a defect in the Goods and/or packaging caused by abnormal or unsuitable conditions of storage or use, fair wear and tear or an act, neglect or default of the Customer or a third party including:
13.2.1 the deliberate or accidental spoiling of the Goods;
12.2.3 the adding of any substance to the Goods (other than finings for the purpose of clarification);
13.2.4 the addition of waste beer or sediments to the Goods;
13.2.5 the improper alteration of the Goods in any way whatsoever; and
13.2.6 the misuse or mishandling of the Goods.
13.2.7 a defect in the Goods and/or packaging unless it is notified to Greene King within the time frames set out in Condition 5.2.
13.3 The Customer shall give Greene King a reasonable opportunity to remedy any matter for which Greene King is potentially liable before incurring any costs or expenses itself and the Customer shall provide written evidence of (i) any
claims for which it is alleged Greene King is liable and (ii) steps taken by the Customer to mitigate any alleged loss. In the absence of compliance with this Condition 13.3 Greene King shall have no liability to the Customer.
13.4 Except as set out in this Condition 12, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, use of or failure to supply the Goods are excluded to the
extent permitted by law.
13.5 Subject to Condition 13.1, Greene King shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty restitution, misrepresentation or otherwise, for any of the
following losses or damages, whether direct or indirect, and even if such losses and/or damages were foreseen, foreseeable or known, or Greene King was advised of the possibility of them in advance:
13.5.1 loss of goodwill, profit, revenue or anticipated savings;
13.5.2 loss of business opportunity;
13.5.3 loss or damage incurred by the Customer as a result of third party claims;
13.5.4 loss of data;
13.5.5 any loss that is indirect, special, or consequential of any act or omission of or on behalf of Greene King; and
13.5.6 any loss, liability, damages, costs or expenses whatsoever incurred directly or indirectly as a consequence of the Customer’s breach of Condition 4.1.
13.6 Nothing in these Conditions shall operate to exclude or restrict Greene King’s liability for:
13.6.1 death or personal injury resulting from negligence;
13.6.2 breach of the obligations arising from section 12 of the Sale of Goods Act 1979;
13.6.3 fraud or deceit; or
13.6.4 any matter for which it would be illegal for Greene King to exclude or to attempt to exclude its liability.
13.7 Greene King’s total liability to the Customer in respect of all loss, damage, or liability whatsoever arising under or in connection with these 6 Conditions, the Order or the supply of the Goods, whether in contract, tort (including negligence,

14.1 Greene King may terminate the Contract at any time on immediate notice in writing to the Customer.
14.2 Greene King may, on the occurrence of a Termination Event, at its sole discretion on immediate notice to the Customer:
14.2.1 stop any Goods in transit; or
14.2.2 suspend further deliveries to the Customer.
14.3 The Termination Events are:
14.3.1 the Customer being in breach of any obligation
under a Contract, including these Conditions; or
14.3.2 the Customer failing to pay any sums when due; or
14.3.3 the Customer being the subject of a notice to strike the Customer off any company register on which it is registered; or
14.3.4 the Customer having (in the case of the Customer being a sole trader or partnership) a bankruptcy order made against him/her or making an arrangement or composition with his/her creditors, or otherwise taking the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (in the case of the Customer being a body corporate) convening a meeting of creditors (whether
formal or informal), or entering into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or having a receiver and/or manager, administrator or administrative receiver appointed over its
undertaking or any part thereof, or documents being filed with the court for the appointment of an administrator of the other or notice of intention to appoint an administrator being given by the other or its directors or by a qualifying
floating charge holder, or a resolution being passed or a petition presented to any court for winding up of the other or for the granting of an administration order in respect of the Customer or any proceedings being commenced relating
to the insolvency or possible insolvency of the Customer; or
14.3.5 the Customer being the subject of anything analogous to the Termination Events set out in Conditions 14.3.4 under the laws of any applicable jurisdiction; or
14.3.6 any event occurring or circumstance arising which, in Greene King’s reasonable opinion, gives grounds for believing that the Customer may not, or may not be able to, perform or
comply with any one or more of the Customer’s obligations under a Contract; or
14.3.7 the Customer being subject to a term of imprisonment whether or not suspended; or
14.3.8 the Customer suffering a Change of Control.
14.4 If the Contract is terminated, then the Customer shall pay to Greene King such sum as is due in respect of the Goods which have been supplied to the Customer and for any work in progress at the time of the termination.
14.5 The termination of the Contract, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be
enforceable notwithstanding termination.

15.1 The Customer shall treat as confidential all Confidential Information submitted to it by Greene King or any member of its group of companies as applicable or otherwise acquired and shall not disclose it to any third party without Greene King’s prior written consent or use it for any purpose other than is strictly necessary for the proper performance of its obligations under the Contract and not otherwise or for any commercial benefit or the benefit of any third party except where authorised in writing to do so by Greene King and will disclose the Confidential Information only to its officers, employees, agents and representatives that are involved in the implementation of the Contract and who have a need to know the same and shall ensure that such officers, employees, agents and representatives comply with the provisions of this Condition 15.
15.2 The obligations on the Customer set out in Condition 15.1 do not apply to information which:
15.2.1 is at the date of disclosure or becomes at any time after that date publicly known other than by the Customer’s breach of this Condition;
15.2.2 can be shown by the Customer to Greene King’s satisfaction to have been known by the Customer before the Confidential Information was disclosed to or acquired by the Customer;
15.2.3 is or becomes available to the Customer otherwise than from Greene King or any member its group of companies and free of any restrictions as to its use or disclosure; or
15.2.4 is required to be disclosed by law or court order.

16.1 Subject to clause 16.2, Greene King may communicate with the Customer by electronic means and via a Greene King website, including the Customer’s online account.
16.2 Any notice of actual or suspected breach of these Conditions, termination, regarding a dispute or the service of proceedings or other documents in any legal action, shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this
provision to the party giving the notice.

17.1 The Customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption, including the Bribery Act 2010 and the Modern Slavery Act 2015.
17.2 The Customer shall not engage in any activity, practice or conduct which would constitute either:
(i) a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017.
17.3 Breach of this Condition 17 shall be deemed a material breach of these Conditions.

18.1 Subject to Condition 18.2, if either party is prevented from performing any obligation hereunder by any reason beyond its reasonable control (“Force Majeure Event”) then such obligation shall be suspended until such Force Majeure Event shall have ceased.

18.2 A party that is subject to a Force Majeure Event shall not be in breach of the Contract provided that:
18.2.1 the Force Majeure Event arose without its fault or negligence;
18.2.2 it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event and continues to keep the other party informed;
18.2.3 it provides such evidence as it reasonably can give specifying the period for which it estimates that such prevention or delay will continue;
18.2.4 it uses all reasonable endeavours to mitigate the effect of the Force Majeure Event.
18.3 The Customer has no entitlement to and Greene King has no liability for:
18.3.1 any costs, losses, expenses or damages during a Force Majeure Event; and
18.3.2 any delay costs in any way incurred by the Customer due to a Force Majeure Event.
18.4 Notwithstanding Condition 18.1 and 18.2, if an event of Force Majeure Event prevents, hinders or delays either party’s performance of its obligations for a continuous period of more than 60 days, the other party may terminate the Contract immediately by giving written notice to the affected
party.

19.1 Nothing contained in this Contract shall or shall be deemed to constitute a partnership or a contract of employment between the parties.

20.1 The Customer shall not assign, transfer or otherwise sub-contract the Order or any part thereof without the prior written agreement of Greene King.
20.2 Greene King may assign or novate all or any part of this Contract to any person and the Customer will, upon written request by Greene King, enter into such further documentation as may reasonably be required to give effect to such assignment or novation.

21.1 No waiver by either party of any breach of any provision in the Order or these Conditions by the other shall be considered as a waiver of any subsequent breach of the same or any other provision and neither party shall be prejudiced by any forbearance or indulgence granted by it to the other.

22.1 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 thereby.

23.1 No person or body who is not a party to this Agreement shall have the right to enforce any of its terms by virtue of the Contracts (Rights of Third Parties) Act 1999.

24.1 Greene King may in its sole discretion from time to time amend these Conditions. The updated Conditions shall apply to any Goods ordered after they have been published.
24.2 The Customer, where it is an unincorporated association, shall notify Greene King of any changes to its committee, including full names and addresses of replacement members, as soon as reasonably practicable and where possible at least
14 days in advance.

25.1 The parties agree that any form of electronic signature, including but not limited to signatures via scanning, digital e-signature software or email may substitute for an original signature and shall have the same effect as an original signature. The parties agree that any electronically signed
document (including this Agreement) shall be deemed to be “written” or “in writing”.

26.1 The Contract and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of the Contract.
26.2 The Customer acknowledges that in entering into
this Contract, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any Greene King
representative (whether party to these Conditions or not) other than as expressly set out in these Conditions as a warranty by Greene King.

27.1 The Order and these Conditions in relation to the Order, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of the England and Wales where the Premises is located
in the United Kingdom (excluding Scotland), and by the laws of Scotland where the Premises is located in Scotland at the time of the Order.
27.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales or Scotland, as the case may be, in correspondence with the governing law set out in Condition 25.1. Greene King Brewing and Retailing Limited, Westgate Brewery, Bury St Edmunds, Suffolk, IP33 1QT8

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