ESMIA Management Limited
"Due Diligence Policy"
Wine Importer & Distributor - Wholesale and Retail
ESMIA Management Limited (“EML”)
Trading as Gioia Divino™
For a Retail Reseller (On-Trade Client) online account through Gioia-Divino.co.uk or direct, to open an account:
In order for a business to register for trade, EML will require the following documents:
· Copy of Incorporation Certificate
· Copy of VAT Certificate
· Company Bank Details
· Owner Photo ID details such as Passport or Driving License
· Copy of Business Utility Bill (Less than 3 months old)
Once EML has collated this information, the necessary checks will be conducted before opening the account. Payment methods are Cash or Card or Bank Transfer only (EML preferred method is bank transfers and Cards for online sale). EML does not accept cheques. Cash payments have a cap of £250/month and are only applicable to onsite sale and can only be accepted under the Money Laundering Regulations.
For a wholesaler (Off-trade clients) online account through Gioia-divino.co.uk e-shop or direct contracts to open an account:
In order for a business to register as a wholesaler, EML will require the following documents:
· Copy of Incorporation Certificate
· Copy of VAT Certificate
· Company Bank Details
· Owner Photo ID details such as Passport or Driving License
· Copy of Business Utility Bill (Less than 3 months old)
· Headed paper complete with Director’s Signature
· Company Details, VAT No., AWRS certification (If applicable), URN (when applicable)
· Picture of business address, if applicable
Once the information has been gathered, the appointed officer or another qualified member of staff will complete a risk assessment. Any customers identified as high risk will undergo further questioning. High risk customers that are accepted will be evaluated every three months, all other customers will be reviewed on an annual basis.
All customers who do not pass the internal check will be notified that their account will not be opened and customers with suspicious behaviour will be reported to HMRC in a timely manner.
For individuals / end-consumers through Gioia-divino.co.uk only:
An account must be opened online at gioia-divino.co.uk by providing following documents:
· Photo ID details such as Passport or Driving License
Delivery of products will only be done to Card’s registered name and address. Recipient of the products at delivery point must be of the age of 18+ with accepted proof of age ID.
B&W DISTRIBUTORS (EML) – SUPPLIER DUE DILIGENCE POLICY
As a part of the new Alcohol Wholesaler Registration Scheme (AWRS), EML is required to conduct due diligence checks on partners involved in the supply chain for alcoholic drinks. EML will require the following documents for a wholesaler to open an account to start trading:
· Company Introduction stating nature of business and available products.
· Completion of Know Your Supplier Questionnaire
· Copy of Incorporation Certificate.
· Copy of VAT Certificate.
· Copy of company’s last filed set of accounts.
· Copy of Money Laundering Certificate, if applicable.
· Owner/Director’s/ Proprietor’s ID Details.
· Company Bank Details.
· AWRS number, if this has been issued and UK based supplier.
· Copy of Business Utility Bill (less than 3 months old).
· Headed paper complete with Director’s Signature.
· Proof of Due Diligence the company carries out.
· Copy of company’s term.
· If you are a UK duty paid supplier, please provide us with copies of form W-5 (or similar document) showing evidence of duty payment.
Once the supplier has sent the above information, the appointed accounts officer or another trained member of the team will review it. The overall risk of the supplier will be established. If the business is identified as a high-risk supplier, further questions will be asked and site visits will be conducted as appropriate. Any suspicious retail pricing at uneconomic levels or improper trading patterns will be reported to HMRC in a timely manner.
All high-risk suppliers will be reviewed every three months; all other suppliers will be reviewed on an annual basis.
Existing suppliers who are already supplying EML at the date of this policy will need to provide EML with the relevant documents (as above) to continue as a supplier. As with new suppliers, each supplier's risk will be established. Regular visits to the supplier’s premises will also be made by EML representatives to verify business records.
EML’s Due Diligence Code of Conduct (DDCOC) sets out the basic rules we will follow and the values that will guide our decisions. It also points us to a more detailed processes and procedures relating to the purchase and supply of alcoholic products.
The DDCOC is built on the premise of ‘knowing your customer or supplier and the commercial transactions that will be involved. Supply chains are only as strong as the weakest link and the purpose of EML’s DDCOC is to prevent entering into commercial transactions with any illicit customer or supplier. The policy will aid in ensuring all customers and suppliers are regularly reviewed so any changes of activities are identified and the appropriate action taken.
Specific guidelines have been developed for customers and suppliers. All customers and suppliers must provide the required list of documents and completed questions for EML to undertake a risk assessment before any account is open. EML will only trade with a customer or supplier if they have passed the necessary risk assessment checks. EML will only work with suppliers in the alcohol industry who accept payment by cheque or bank transfer. Cash payments are not permitted.
Designated Accounts officer or another authorised member of the team will review the submitted information on a case-by-case basis and Julian Wade will conduct the final sign off. Any customer or supplier who fails to pass the risk assessment will immediately have all transactions ceased pending review. If the review is unsatisfactory, the account will be closed indefinitely.
Regular reviews of customer and supplier information will be conducted by Account’s officer or another authorised member of the team and the final sign off will be conducted by Julian Wade.
All initial checks and further reviews will be documented in the customer or supplier file and maintained on an ongoing basis. Reminders for checks should be logged onto the accounting software and Outlook calendars.
The DDCOC will be implemented and maintained by the designated Accounts officer. All training of the DDCOC must be authorised by Account’s officer or Julian Wade and any changes in staff will undergo full training on the DDCOC. Part of the DDCOC is to ensure day-to-day checks are in place to identify transactions that may lead to fraud or involve goods on which duty may have been evaded. Checks in purchase order processing and customer orders are two areas where daily checks are performed.
AWRS: XAAW 000 0011 6540
EORI: GB083004445000
SIC: 46342
ESMIA Management Limited
"T&C"
The Best Wine Importer & Distributor
ESMIA MANAGEMENT LIMITED
("EML") Trading as Gioia Divino™
STANDARD TERMS & CONDITIONS OF SALE
1. CONTRACT AND EXCLUSIVITY
1.1 These are the standard terms for contracts made between you, the person referred to in the Supply Agreement (referred to as the Special Terms) and us, ESMIA Management Limited trading as Gioia Divino™ Wine Merchants. All products and services provided to you are subject to these terms. A contract is only made when we accept an order from you to buy our products or services. These terms apply to any such contract and these terms override any written or oral representation to you or any previous course of dealing. The only exception is that the Special Terms will override these terms where there is a conflict (other than clauses 5, 8 and 10 below which cannot be overridden).
1.2 Where we are to supply you on an exclusive basis you may not obtain supplies of similar products or services from an alternative supplier(s) for the duration of the contract except as otherwise permitted by these terms. We may supply similar products and/or services to other customers. The term of exclusivity shall be the period of the contract set out in the Special Terms (the Initial Period) and shall continue after the Initial Period for successive periods of the same duration unless terminated by either party giving written notice prior to the end of the Initial Period or relevant successive period, such notice to expire no earlier than the end of the Initial Period or relevant successive period. Where a notice period is stated in the Special Terms the notice shall not be effective until the end of the Initial Period if given before.
2. ORDERS AND DELIVERY
2.1 We may set out a minimum order amount and may reject orders that do not meet the minimum. When we accept an order it is subject to the availability of the products for delivery. If we have accepted your order but do not have the products requested in your order, then we may substitute suitable alternative products which we consider are of no lesser quality. References in these terms to products includes any such substitute products.
2.2 We will arrange for delivery of the products or services to you (and may use an agent to do so). Although we will use our reasonable efforts to meet delivery dates, all delivery dates (including those stated in the Special Terms) are estimates only and time shall not be of the essence when making deliveries of products or services to you. We may deliver products to you in instalments, in which case each instalment shall be treated as a separate contract.
2.3 Delivery shall take place when the products leave the delivery vehicle at your premises or other agreed delivery point. You will comply with reasonable delivery instructions. Risk in the products passes to you immediately upon the products leaving the vehicle in which they have been delivered or from the time when you fail to accept a delivery on the scheduled day.
2.4 You will inspect the products on delivery and any which are damaged, do not conform with the order (other than substitute products), are short (other than where this is not the final instalment delivery) or are excess may be rejected provided reasonable detail of the reason for the rejection is provided in writing to us before 10.00am on the next working day (i.e. excluding weekends and bank holidays) following delivery. In the event of any total failure to deliver, you will notify us by 10.00am on the next working day following non-delivery. Unless rejected or notified accordingly, you will be deemed to have accepted the products. We will collect any rejected products but you will be responsible for their safe storage until they are collected.
2.5 If you incorrectly fail to take delivery of products we have procured specifically for you, we may store the products at your cost or resell the products at a reasonable readily available price and charge you the difference.
3. PRICES
3.1 Quotes for products and services are based on prices and VAT at that time and are only valid for a period of 15 days. The price shall be that confirmed by us when we accept your order and includes the costs of delivery of products within our usual delivery schedule. We may give you notice before the delivery increasing the price of the order to reflect any increase in our costs arising from circumstances beyond our control.
3.2 Prices for a particular order are applicable to the quantity, specification and delivery dates and we may increase the price if you vary the order, or if your instructions (or lack of instructions) cause delay in the delivery.
3.3 If we make an honest error in the price quoted then we shall have the right, acting reasonably, to amend the quote at any time (including after delivery) to the correct price.
4. PAYMENT
4.1 We can invoice you at any time after you place an order. If you have a credit account with us, you will make payment for our products and services in full in accordance with those arrangements. If you do not have a credit account with us, then you will make payment prior to delivery by debit or credit card or bank transfer. (Resellers Note: subject to credit checks and Board of Directors approval, Credit accounts with us can only be issued after the first 6 months of continuous trade between our respective companies).
4.2 All of your payments must be made in full and without set-off or deduction. If you dispute an invoice, it must still be paid in full but credit will be given against future invoices if the resolution of the dispute means that we should make a refund.
4.3 If payment is made by you without specifying which invoice it relates to, then we may apply the payment against any outstanding invoice.
4.4 If you fail to pay any sums due, then, without affecting any of our other rights, we can charge interest on all outstanding sums at the rate of 15% above the base rate of National Westminster Bank plc (calculated on a daily basis until payment), charge you with costs of recovering the outstanding sum, set off any sums owed by us to you against outstanding payments, reapply any discount applied to your order, suspend any warranty or future orders or terminate this contract or any contract made under it.
5. TITLE
5.1 Title in products supplied remains with us until we have received full payment for all products supplied to you (not just the latest products) or until the products have been sold by you, in which case title to the products passes to you immediately before the sale. (You are not acting as our agent in reselling the products.)
5.2 Until you sell the products you will keep them separately from other stock so that they remain readily identifiable as our property. You will keep them in a satisfactory condition and insured against all risks normal for that kind of product.
5.3 If it appears to us that you may be unable to pay your debts as they fall due or become subject to any form of insolvency process, then your right to resell the products ceases and we may (without affecting our other remedies) require you to deliver up all of our products (and any equipment you may have procured or have on loan from us) in your possession that you have not resold or incorporated into another product (whether or not any or all of such products have been paid for). We may enter your premises or any other premises where our products are stored in order to recover them.
5.4 All intellectual property rights arising out of the provision of services to you shall be owned by us. You only have a non-exclusive, royalty-free licence to use any of our intellectual property for yourself in connection with the services and may not sub-licence or deal with our intellectual property in any way.
6. RETURNS
End Consumers (Retail): Please email us your return reasons at admin@gioia-divino.co.uk, If we do agree to accept returned products, we will only do so if the product/s original untouched case/s, have been stored appropriately, are undamaged, unopened and are returned within 10 days of delivery. If products are returned correctly, we will credit future invoices or provide a refund in 30 days but will charge reasonable administration fee, transport and/or collection charges. If the products are not returned correctly, then you remain liable for their purchase price.
On/Off-Trade Buyers Resellers: Please contact us by phone stating your return reasons. Unless otherwise indicated sub-contractually, If we do agree to accept returned products, we will only do so if the product/s original untouched case/s, have been stored appropriately, are undamaged, unopened and are returned within 14 days of order date. If products are returned correctly, we will credit future invoices or provide a refund in 30 days but will charge reasonable administration fee, transport and/or collection charges. If the products are not returned correctly, then you remain liable for their purchase price.
7. WARRANTIES
7.1 We warrant that the products will, at the time of delivery, correspond with any specification provided by you and be of satisfactory quality for a reasonable period from delivery. You acknowledge that our products retain their quality for different periods of time and require proper storage. Any defect in quality or quantity must be notified to us within 7 days of delivery, failing which the products will be deemed satisfactory.
7.2 If our products prove to be defective, then we may replace the defective products with replacement or reasonable substitute products which are not defective or refund the price paid (by way of credit against future orders if appropriate).
7.3 We shall not be liable for any defective products if you have made further use of the products after notifying us of the defect, the defect arises from damage caused wilfully or negligently by you or third parties or from any other condition which is not due to our neglect or default, or you have not paid us in accordance with the contract.
8. EXCLUSION OF LIABILITY
8.1 This clause 8 sets out our entire financial liability to you (including any liability for the acts or omissions of our respective employees, agents and subcontractors) for any breach of this contract or any use made or resale of the products by you and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this contract.
8.2 Nothing in this contract shall limit or exclude our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or any other liability that may not be excluded or limited by law.
8.3 We shall not be liable under any circumstances, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information or any special, indirect or consequential damage suffered by you.
8.4 Our total liability to you arising under or in connection with this contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the price of the ordered products where the liability relates to the order of products or, in all other cases, £5,000.
9. DATA PROTECTION
You will comply with all applicable data protection legislation and we will process personal data in accordance with that legislation. We may publish on our website details of how personal data is processed from time to time. You can read more about how we process your data and your rights here on our Privacy Policy.
10. FORCE MAJEURE
We shall not be liable for delay or failure in performing any of our obligations under this contract if such delay or failure was due to circumstances beyond our reasonable control including, without limitation, acts of God, fire, flood, acts of terrorism, war, national emergency, civil unrest, travel or transport delays affecting carriers of similar products or providers of similar services or the failure of a source of supply.
11. TERMINATION
We may terminate this contract if you commit a material breach which, if remediable, is not remedied within 14 days of receiving notice of default. We may also terminate this contract if it appears to us that you (or any person who has guaranteed your obligations to us) are unable to pay your debts as they fall due (including by reason of becoming subject to any insolvency event such as commencement of any winding up or administration proceedings). Termination shall not prejudice any other rights we may have against you. Upon termination, all outstanding debts will become immediately payable and our obligations to you will cease.
12. GENERAL
12.1 You must not assign this contract or any contract made under it without our prior written consent. No person who is not a party to this contract shall have any rights under this contract or any contract made under it. This contract or any special contract overwriting parts of this contract are not transferable to any other business entities or third party assignees.
12.2 This contract constitutes the entire agreement between you and ESMIA Management Limited and/or its Subsidiaries &/Assignees and supersedes and extinguishes all written or spoken promises, representations, warranties or understandings between us.
12.3 Failure to take up any of our rights under this contract does not constitute waiver of these rights or modification of any future rights.
12.4 Notices must be sent by recorded delivery post or courier service. Notices must be sent to us at our registered office marked for the attention of managing director. Notices to you shall be sent to the address which you customarily use or your registered office address or by email. Notices shall be deemed received at 9.00am on the third working day after proper dispatch of the notice.
12.5 This contract and all contracts made under it shall be governed by English law and the courts of England shall have exclusive jurisdiction to determine any dispute arising under or in connection with this contract or any contract made under it.
DELIVERY
Gioia Divino™ offers a free, contactless delivery service for all orders over £100, or any of our mixed packages above the indicated values.
If your order is less than £100, delivery to mainland England & Wales and Lowland & Central Scotland is £9.95 per delivery and will be made within 5 working days from the day following that on which the order is placed. Other areas of delivery will become accepted on our website as they become available as part of our future plans.
If the Company fails to deliver the Goods for any reason other than any cause beyond the Company's reasonable control or the Customer's fault, and if the Company is accordingly liable to the Customer, the Company's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. Short deliveries or non-delivery must be notified in writing to the Company and to the carrier within 14 days of the agreed date of delivery. When accepting deliveries any shortages or discrepancies must be stated clearly on the delivery note.
Terms & Conditions
The terms and conditions set out below ("Terms and Conditions") are important as they govern the terms upon which you will be a customer ("Customer" and "you") of ESMIA Management Limited, T/A Gioia Divino™ Wine Merchants ("Company", "Gioia Divino™" and "we") and upon which Gioia Divino™ will supply any wine ordered and/or purchased by you or on your behalf ("Goods" and "Wine").
Ordering
We will not sell or deliver alcohol to anyone who is, or appears to be, under the age of 18. By placing an order you confirm that you are at least 18 years old and we reserve the right not to deliver if we are unsure of this.
The placing of an order anywhere on our website does not constitute a contract, which is made only when we accept your order and process payment.
We reserve the right not to accept any order.
All goods are offered subject to availability. We cannot guarantee the availability of specific vintages.
Delivery
Gioia Divino™ offers a free delivery service to End-Consumers for purchases made above £100 on retail packages only. Palette deliveries will be charged at standard rate by volume or weight or both. All deliveries under the indicated amount will be charged in accordance to delivery offers available on our e-shop website and will be made within the indicated time frames from the day following that on which the order is placed.
If the Company fails to deliver the Goods for any reason other than any cause beyond the Company's reasonable control or the Customer's fault and if the Company is accordingly liable to the Customer, the Company's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. Short deliveries or non-delivery must be notified in writing to the Company and to the carrier within 14 days of the agreed date of delivery. When accepting deliveries any shortages or discrepancies must be stated clearly on the delivery note.
Price of Goods
All prices are inclusive of UK VAT. Promotional offers and prices are as stated, with no further discounts available.
Although we endeavour to ensure that all pricing information on this website is accurate, occasionally an error may occur and goods may be mis-priced. If we discover a pricing error we will, at our discretion, either: contact you and ask you whether you wish to cancel your order or continue with the order at the correct price; or notify you that we have cancelled your order. - We will not be obliged to supply goods at the incorrect price.
We reserve the right to adjust prices, offers, goods and specifications of goods at our discretion at any time before (but not after) we accept your order. Where an end date is specified on any offer on the website, it is intended as a guide only. We reserve the right to change prices at any time.
Payment
Payment is due with the order. We accept payment for On-trade transactions by MasterCard, Visa, Maestro cards for all and Debit cards for end-consumers only. Off-trade payments are subject to the same unless otherwise stated in separate sub-contract.
Availability
Gioia Divino™ carries finite stocks of all wines. Our website checks stock against our warehouse stock at time of purchase so is not guaranteed as accurate in all circumstances.
In the event that a product is unavailable after an order is placed, we shall contact you to arrange a substitution.
Cancellations and Returns & Complaints
You may cancel your order at any time until 14 working days after delivery. Should you decide to cancel, all charges to you will be refunded, less any cost for collection, (£10 if you delivery cost was £10 or less, if delivery cost was greater than £10 or issued for Palette deliveries, the same amount as delivery cost will be deducted from your refund for collection). Refunds will be made as soon as the goods are returned and provided all of the bottles are unopened and undamaged (fit for resale). Gioia Divino™ will arrange collection of the goods where that is reasonable. Collection will be arranged within 14 days from the date you notify us of the cancellation.
We will provide a full refund or replacement for any wines that are faulty. This does not affect your statutory rights. We may require faulty bottles to be returned to us. We will arrange this as necessary at your convenience.
In the event of complaint please contact us at admin@gioia-divino.co.uk giving as much detail as you can. All complaints will be acknowledged within 48 working hours and you can expect a full resolution of your complaint within a further 72 working hours. You will be kept informed if there is any delay beyond this.
Wine Investments
We do not give financial advice or advice on investments. We do not offer any guarantees on a particular wine's future monetary value.
Risk and Property
Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tended the delivery of the Goods.
Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
General
The Terms and Conditions are governed by and shall be construed in accordance with English law. The Customer agrees for the exclusive benefit of the Company to submit to the jurisdiction of the English courts for all disputes which may arise in connection with these Terms and Conditions.
The performance of all orders are subject to variation or cancellation by the Company owing to any Act of God, war, strikes, lockouts, fire, floods, drought, tempest or any other inability of the Company to procure materials or articles required for the performance of the Contract, and the Company shall not be held responsible for any inability to deliver goods by any such contingency.
Each of the above Conditions is independent and stands on its own. If any provision of these conditions is held by any competent authority to be invalid and unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
Your statutory rights are not affected by any provision of these Terms and Conditions. If you or we fail to exercise or delay in exercising any right or remedy which it may have under these Terms and Conditions, this will not be a waiver of the right or remedy. Neither shall any single or partial exercise of any right or remedy under these Terms and Conditions by you or us prevent any further exercise of the right or the exercise of any other right or remedy.
Data Protection
We will comply with all applicable data protection legislation and we will process personal data in accordance with that legislation. We may publish on our website details of how personal data is processed from time to time. You can read more about how we process your data and your rights here on our Privacy Policy.
These Terms and Conditions cancel all previous Terms and Conditions.
We import from heroic, sustainable small growers from around the wine world initially from Italy, bringing hard to find bottles direct from the vineyard to your doorstep. Our wines appear on the lists of some of the best wine makers in the country and you can enjoy mixed cases of our exclusive wines in the comfort of your own home.
If you would like to buy like our sommelier customers do, selecting your own favourite bottles in any quantity you prefer please join our members only wine club Gioia Divino™ at Home. Membership costs just £30. We thank you in advance for your order and we hope you will enjoy our excellent wines.