Skip to Content

COMMERCIAL TERMS & CONDITIONS OF SUPPLY

Last updated: 05/02/2026

These Commercial Terms & Conditions (the "Terms") govern all sales, supplies, deliveries, services, and equipment loans provided by Else Group Ltd, a company registered in Malta (the "Company", "we", "us"), to any customer purchasing products or receiving equipment or services from the Company (the "Customer").

These Terms apply to all transactions unless expressly agreed otherwise in writing by the Company. By placing an order, accepting delivery, receiving equipment, or continuing to trade with the Company, the Customer irrevocably agrees to be bound by these Terms. Any terms proposed by the Customer are expressly excluded.

1. SCOPE, PRIORITY & INTERPRETATION

1.1 These Terms apply to all quotations, price lists, order confirmations, invoices, delivery notes, equipment loans, and ongoing commercial relationships.

1.2 These Terms shall prevail over any conflicting or inconsistent terms of the Customer, whether oral or written.

1.3 Headings are for convenience only and do not affect interpretation.

2. ORDERS & ACCEPTANCE

2.1 All orders are subject to acceptance by the Company and may be refused or limited at the Company’s sole discretion.

2.2 No order shall be binding until accepted by the Company or fulfilled by delivery.

2.3 Product specifications, packaging, vintages, formats, and availability may change without notice.

3. PRICES, TAXES & CHARGES

3.1 All prices are exclusive of VAT, excise duty, deposits, delivery charges, and any other applicable taxes or charges unless expressly stated otherwise.

3.2 The Company may amend prices at any time to reflect changes in supplier pricing, taxes, duties, transport costs, exchange rates, or regulatory requirements.

3.3 Any deposits charged on kegs, cylinders, fridges, or other returnable items are security deposits only and do not constitute payment or part-payment.

4. PAYMENT TERMS & CREDIT CONTROL

4.1 Payment terms are strictly as stated on the Company’s invoice.

4.2 Time for payment is of the essence.

4.3 Late payments shall accrue interest at the maximum rate permitted by Maltese law, without prejudice to the Company’s other rights.

4.4 The Company may, without notice:

  • suspend or cancel deliveries;
  • withdraw or remove Equipment;
  • revoke credit terms;
  • require advance payment; and/or
  • terminate the commercial relationship.

4.5 The Company may offset any sums owed by the Customer against deposits, credits, or other amounts held.

5. DELIVERY, INSPECTION & RISK

5.1 Delivery occurs upon unloading at the Customer’s premises or agreed delivery point.

5.2 Risk in the products passes to the Customer upon delivery.

5.3 The Customer must inspect products immediately and notify the Company in writing of any visible defects within 24 hours. Failing such notice, delivery shall be deemed accepted.

5.4 The Company shall not be liable for delays caused by events beyond its reasonable control.

6. RETENTION OF TITLE

6.1 Ownership of all products supplied remains with the Company until full and cleared payment has been received.

6.2 Until ownership passes, the Customer shall store products separately and clearly identifiable as the Company’s property.

7. EQUIPMENT, POSM & OWNERSHIP

7.1 All fridges, draught systems, taps, fonts, chillers, gas regulators, signage, furniture, POSM, branding materials, and any related or ancillary equipment ("Equipment") supplied or installed by the Company remain at all times the exclusive property of the Company.

7.2 Equipment is supplied strictly on a temporary loan / bailment basis and does not constitute a lease, hire, or transfer of ownership.

7.3 Equipment may only be used for the storage, dispensing, and promotion of the Company’s products.

7.4 The Customer shall not sub-loan, relocate, modify, tamper with, or permit third-party use of Equipment without prior written consent.

8. EXCLUSIVITY, STACKING & MERCHANDISING

8.1 Company-owned fridges, displays, and draught systems shall contain exclusively the Company’s products. No competitor products or branding are permitted.

8.2 The Company retains absolute discretion over stacking, loading, shelf allocation, facings, merchandising layout, and product presentation within Company-owned Equipment.

8.3 The Customer shall not alter stacking or layout without the Company’s approval.

9. RIGHT OF ACCESS & REMOVAL

9.1 The Company, its employees, or contractors may enter the Customer’s premises during reasonable business hours to:

  • deliver or collect products;
  • inspect, service, repair, adjust, clean, or replace Equipment;
  • stack, tidy, or re-merchandise products; and/or
  • remove Equipment.

9.2 In the event of breach, non-payment, insolvency, closure of premises, or risk to Equipment, the Company may enter and remove Equipment immediately and without notice.

10. DRAUGHT & DISPENSING SYSTEMS

10.1 Where draught or dispensing systems are installed, the Customer shall:

  • ensure reasonable cleanliness and basic daily care;
  • permit regular technical inspections; and
  • immediately notify the Company of leaks, faults, or irregularities.

10.2 The Company may perform maintenance, technical works, adjustments, or upgrades at its discretion.

11. LIABILITY, DISCLAIMER & INDEMNITY

11.1 To the fullest extent permitted by law, the Company shall not be liable for:

  • damage to the Customer’s premises;
  • loss of profits, revenue, or business;
  • interruption of operations;
  • injury to staff, customers, or third parties; or
  • indirect or consequential loss,

arising from the supply of products, delivery, or the presence, use, malfunction, or servicing of Equipment, except in cases of gross negligence or wilful misconduct.

11.2 The Customer shall fully indemnify and hold harmless the Company against all claims, losses, damages, and expenses arising from the use or presence of Equipment on the Customer’s premises.

12. RISK, LOSS & INSURANCE

12.1 The Customer assumes all risk of loss, theft, vandalism, fire, or damage to Equipment while on its premises, regardless of cause.

12.2 Lost, stolen, or irreparably damaged Equipment shall be charged at the Company’s prevailing replacement value.

12.3 The Customer is strongly advised to maintain adequate insurance coverage.

13. INSOLVENCY & TERMINATION

13.1 The Company may terminate supply and these Terms immediately if the Customer:

  • becomes insolvent or unable to pay its debts;
  • enters liquidation, receivership, or similar proceedings;
  • ceases or threatens to cease trading; or
  • commits a material breach of these Terms.

13.2 Upon termination for any reason, the Customer shall immediately grant access for removal of all Equipment and settle all outstanding balances.

14. FORCE MAJEURE

14.1 The Company shall not be liable for failure or delay caused by events beyond its reasonable control, including shortages, supplier failure, transport disruption, labour disputes, or regulatory action.

15. ASSIGNMENT, VARIATION & WAIVER

15.1 The Company may assign or transfer its rights and obligations without consent.

15.2 The Company may amend these Terms at any time by publishing updated versions or referencing them on invoices or delivery documentation.

15.3 Failure to enforce any provision shall not constitute a waiver.

16. SEVERABILITY & ENTIRE AGREEMENT

16.1 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.

16.2 These Terms constitute the entire agreement between the parties relating to their subject matter.

17. GOVERNING LAW & JURISDICTION

17.1 These Terms are governed by the laws of Malta.