Legal Hub

HEINEKEN UK is committed to making its website fully accessible. Using the guidelines set out by the W3C (World Wide Web Consortium) we aim to have our website conform to a WAI (Website Accessibility Initiative) rating of ‘A’.

Heineken UK Limited (“Heineken”, “we” or “us”) respects your privacy and recognises your desire to safeguard your personal information. These Terms of Use, along with our Privacy Policy and Cookies Policy, are designed to inform you about the kind of personal information collected on this website (the “Website”), to inform you of the conditions of use of the Website, and how we maintain the security of the Website. Please read the Terms of Use set out below carefully.

By using our Website, you acknowledge and agree to the following Terms of Use. If you do not agree to these terms, please do not use this Website.

We respect your privacy and are committed to protecting your personal data. Amongst other things, this privacy policy covers our processing of personal data when you visit this website (i.e. www.heineken.co.uk) and tells you about your privacy rights and how the law protects you.

This privacy policy is provided in a layered format so you can click through to the specific areas set out below.

We respect your privacy and are committed to protecting your personal data. Amongst other things, this privacy policy covers our processing of personal data in connection with your use of our brand websites and tells you about your privacy rights and how the law protects you.

This privacy policy is provided in a layered format so you can click through to the specific areas set out below.

As a result of COVID-19 we need to make changes to some of our procedures and terms regarding the delivery of products. As a temporary measure, to ensure a safe working environment for our drivers and customers, we will no longer require a signature on our delivery notes. Upon delivery or collection, all products should be examined and any loss or damage communicated to us by either phone (0345 878 7071 – option 3) or email (CustomerHub@heineken.co.uk) within 24 hours of the products being received. Clause 2.9 of the Heineken UK Limited Terms and Conditions of Sale is hereby amended accordingly.

1.  Basis of Sale

1.1.  These are the terms of sale which apply to Heineken UK Limited’s and/or any Heineken Group Company’s (as the case may be) contract with you, and any references to “we”, “our” or “us” in these terms of sale shall refer to Heineken UK Limited or such other Heineken Group Company. In these terms of sale, “Heineken Group Company” means any direct or indirect holding or subsidiary undertakings of Heineken UK Limited or any direct or indirect subsidiary of such holding company, and other undertakings in which Heineken UK Limited has a direct or indirect interest.

1.2.  Any terms and conditions proposed by you or which you may purport to apply under any purchase order or confirmation of order, or which are implied by trade, custom, practice or course of dealing, are expressly excluded. The signing or acceptance of any of your documentation by any of our employees or agents shall not modify these terms of sale or form part of any contract between you and us.

1.3.  All descriptions and illustrations contained in our advertisements and other sales literature are intended merely to present a general impression of the products described in them and nothing contained in them shall form part of these terms of sale nor have any contractual force.  The sale of products to you under these terms of sale or any contract we may have with you shall not be a sale by sample. 

1.4.  These terms of sale should be read in conjunction with our trading policy documents (including our Ullage Policy, Quality Policy and Due Diligence Policy), which we issue from time to time and which form part of these terms of sale.

1.5.  Subject to your compliance with conditions 3.1 and 3.5, the products supplied by us to you shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).  If the products are not of such satisfactory quality, we shall at our sole option either supply replacement products or refund the price paid by you for the relevant products, such refund to be subject to the terms of our Ullage Policy in respect of draught products and the process outlined in condition 2.9, 2.10 and 2.11 of these terms of sale.  Other than in respect of any third party claims against you relating directly to the supply by us to you of products that are not of satisfactory quality in accordance with this condition 1.5, such replacement or refund shall be your sole remedy in respect of any claim by you for our breach of this condition.

1.6.  The conditions, warranties and other terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these terms of sale and any contract we may have with you.

1.7.  These terms of sale cover the supply of products by us across all routes to market including the on trade, off trade and wholesale.  Accordingly, some of these terms of sale may not apply to your route to market.

2.  Orders, Delivery and Returns

2.1.  All orders shall be deemed to be an offer by you to purchase products pursuant to these terms of sale.  No order shall be binding on us until it is accepted over the telephone or by electronic communication by one of our authorised representatives or confirmed by us in writing. For an order to be eligible for acceptance it must meet the minimum order quantity. The minimum order quantity will be set by us at our absolute discretion from time to time.

2.2.  Time of delivery shall not be of the essence and we shall not be liable for any loss or damage whatsoever arising as a result of failure to deliver products by any particular date, provided that we use reasonable endeavours to deliver the products within a reasonable timescale.

2.3.  We may deliver the products by instalments, which shall be invoiced and paid for separately.  Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment. We do not sell products on a “sale or return” basis, unless specifically agreed with you in writing.

2.4.  A deposit may be charged by us on returnable containers (as defined in condition 3.2) which will be credited to your account on their prompt return in good condition.  We also reserve the right to charge a replacement cost where a returnable container is not returned to us, or to levy a reasonable charge where a returnable container is returned to us damaged.  The return of kegs and casks is subject to the keg balancing scheme outlined in condition 4.9.

2.5.  We will deliver the products to the agreed delivery location.  You will make sure that the premises to which the products are to be delivered are compliant with all relevant health and safety legislation and codes of practice.  If any premises are not compliant, we shall be entitled to suspend deliveries until they are compliant, without any liability to you.  Delivery in respect of any product is completed on arrival of the relevant product at the agreed delivery location.  If we have specifically agreed with you that you will collect the products (backhaul), you will collect the products from the agreed delivery location at the time specified by us, in which case delivery in respect of any such product is completed on the completion of loading of the relevant product. 

2.6.  We reserve the right to make an additional charge if you request any unscheduled delivery or emergency delivery.

2.7.  If you refuse to accept a delivery, for whatever reason, we reserve the right to charge you the cost of carriage both to and from your premises, in addition to a reasonable administration charge and any other claim we may have, and we may resell or otherwise dispose of all or part of the products.  Similarly, if you fail to collect the products at the agreed delivery location at the agreed time, we reserve the right to charge you storage costs, in addition to a reasonable administration charge and any other claim we may have, and we may resell or otherwise dispose of all or part of the products.

2.8.  Acceptance of delivery, or collection, of the products (as the case may be) shall be deemed conclusive evidence of your acceptance of these terms of sale.

2.9.  Upon delivery or collection (as the case may be), all products should be examined and any loss or damage communicated to us by either telephone (0345 878 7071, option 3) or by email to CustomerHub@Heineken.co.uk and, where the products are delivered, the carriers notified in writing on the same day. We shall be entitled to treat any signature obtained in good faith as binding you. Claims cannot be entertained and we accept no liability for missing or damaged products not notified to us within 24 hours of delivery.

2.10. In respect of the non-delivery or non-collection of products for which an invoice has been raised, any claim must be made in writing to us within five days of the date of the invoice. Any claim in respect of incorrect pricing must be made in writing to us within fourteen days of the date of the invoice.  Our Quality Policy applies to any claims relating to the quality of the products supplied.

2.11.  You agree that you will not bring any claim relating to these terms of sale (in contract, tort, negligence or otherwise) personally against any director, officer, employee or consultant of ours.

2.12.  It is a condition of these terms of sale that any products supplied under it shall not be exported outside of the EEA.  If you are an approved wholesaler of our products then you must ensure that this condition 2.12 is replicated in your terms and conditions with your customer.

2.13.  Our products are intended for the UK market and any onward sale or related duties etc. payable or non-UK compliance requirements shall be solely your responsibility.  Our products comply with applicable UK requirements for labelling.  We make no guarantee that the product labelling complies with any local law requirements which may apply outside of the UK.  Any changes to the information on labels produced by us will be solely the responsibility of the person that makes such change.  If you intend to export the product outside of the UK, you are responsible for ensuring the label complies with any local law requirements.  You will keep us fully indemnified at all times on demand against any assessments, claims, demands, losses, liabilities or expenses which we incur as a result of any failure by you to fulfil your obligations under such legislation or procedures.

2.14.  If you are wholesaling products, you warrant and confirm that you have been approved for registration with AWRS (the Alcohol Wholesaler Registration Scheme pursuant to HMRC’s Excise Notice 2002) and you will inform us of any cancellation or change to your AWRS registration.  If you are exporting products, you warrant and confirm that you have been approved for registration with WOWGR (Warehousekeepers and Owners of Warehoused Goods Regulations) and you will inform us of any cancellation or change to your WOWGR registration.

2.15.  If we agree to supply you with products upon which excise duty (or other duties or taxes) has not been paid, it will be on the strict condition that you comply with all legislation and procedures (whether legally binding or not) relating to excise duty suspension or such other regime as may be applicable, including receipting the products in the Excise Movement and Control System within 5 business days of delivery of the relevant products to you.  You will keep us fully indemnified at all times on demand against any assessments, claims, demands, losses, liabilities or expenses which we incur as a result of any failure by you to fulfil your obligations under such legislation or procedures.  We shall not be obliged to provide you with any certificate or similar relating to payment of excise duty on any delivery.  The duty status shall be shown on the delivery note in question, a copy of which should be retained for your records.

3.  Storage, Handling and Resale of Products 

3.1.  You shall take all reasonable steps, and shall use your reasonable endeavours to procure that your customers take all reasonable steps, to preserve the quality of the products and any bottles, cases, canisters, kegs, casks, crates, pallets or other containers and packaging (“containers”) from the time of delivery until dispensed to the ultimate consumer.  This includes:

3.1.1.      storing the products, containers and equipment (as defined in condition 6.1) in clean, sound and dry premises, out of direct sunlight and within appropriate temperatures (ensuring that the products do not freeze at any time) and other ambient conditions;

3.1.2. observing any guidelines issued by us concerning the storage, temperature and method of dispensing to the ultimate consumer;

3.1.3. transporting the products, containers and equipment carefully and in suitably adapted vehicles; and

3.1.4.  implementing proper stock rotation procedures to ensure that the products with the earlier “Best Before” date are delivered and used first (but not selling products which are past their “Best Before” date).

3.2. Where supplied with kegs, casks and bulk tankers under the deposit scheme outlined in condition 2.4 or the keg balancing scheme outlined in condition 4.9 (“returnable containers”), you shall take all reasonable steps to preserve the quality of those returnable containers from the time of delivery until returning them to us.Subject to condition 2.4, title to the returnable containers shall at all times remain vested in us or our nominated distributor from time to time.

3.3.  You shall allow us access to your premises and facilities where the products, containers or equipment are stored and handled (and shall, upon reasonable request, provide us with details of your own customers and ensure that they allow us access to their premises and facilities), so we can check compliance with these terms of sale. 

3.4.  You shall co-operate fully in the event of a recall of the products, containers, returnable containers or equipment and you shall provide such co-operation and assistance as we may reasonably request in order to comply with applicable legal requirements relating to the products, containers, returnable containers or equipment or any part of them.

3.5.  You shall ensure, and shall use reasonable endeavours to procure that your customers ensure, that the products remain in the original containers in which they are supplied until sold or dispensed to the ultimate consumer (this does not apply to bulk products) and that any markings (including any trade marks), numbers or references indicated on the containers are not covered, defaced, altered or erased.

3.6.  Subject to mandatory laws, you shall not, and shall procure that your customers shall not, without our prior written consent:

3.6.1.  use any of the names, devices or logos applied by us to any of the products, containers or equipment, except for the purpose of identifying and promoting the products in a manner which is acceptable to us; or

3.6.2. sell, dispose of or describe the products under or by reference to any name or description other than the name or description applied by us.

3.7.  You shall ensure, and shall use reasonable endeavours to procure that your customers ensure, that the products are not the subject of any promotions or activity that are otherwise than in accordance with the guidance published by the Portman Group and the British Beer and Pub Association relating to responsible drinking and promotions.

3.8.  The residual contents of any returnable containers which are collected for return to us (or our contractor) is our property from the time they are collected (except where title did not transfer to you prior to such collection, in which case title will always have vested in us), without any further payment by us.  You will have no further rights in those residual contents. 

3.9.  We may print bar codes on the products, in accordance with the rules of the GS1 UK.  We shall not be liable to you in the event of any omission or error in such bar codes.

4.   Prices

4.1.  Subject to condition 4.2, the prices charged for products will be those applied by us on the date of acceptance of your order.  All prices quoted are exclusive of Value Added Tax unless otherwise stated.  VAT shall be payable by you at the prevailing rate, subject to receipt of a valid VAT invoice from us.

4.2.  Any increases in rates of duty or other taxes, or any third party product price increases, will be passed on immediately in full. In the event of any such change, orders accepted but not delivered at the date of such change will be fulfilled at the revised prices.

4.3.  Unless otherwise agreed, where we agree to pay you a retrospective discount under any contract we may have with you, such retrospective discount payment will not include VAT.  In accordance with HMRC VAT treatment under Public Notice 700 18.2, we will not reduce the output tax due and you should not reduce the input tax being claimed.

4.4.  The prices quoted for products are inclusive of carriage (unless expressly agreed to and stated as otherwise) to U.K. mainland premises, excluding Northern Ireland, Scottish Islands, Isle of Man, Channel Islands and Isles of Scilly.  We reserve the right to charge for any deliveries which we believe (acting reasonably) cost significantly more than our average cost to deliver.  If products are supplied to premises outwith the UK, additional costs may be passed on to you, including (where appropriate) any rise in cost due to currency fluctuations.

4.5.  Unless you are an approved wholesaler of ours and are purchasing products on that basis, all prices are quoted to you on the basis that the products are being purchased by you for retail sale to end consumers for consumption on premise at an outlet agreed and approved by us. 

4.6.  Where you purchase as an approved wholesaler, all prices are quoted to you on the basis that the products are being purchased by you for onward sale to retail customers who will subsequently sell to end consumers for consumption on premise at an outlet.  For tax/legal compliance purposes, we may from time to time ask you to demonstrate to us where you intend to onward sell our products.

4.7.  Without limiting our other rights and remedies, should the products be sold other than in accordance with the conditionality set out in conditions 4.5 and 4.6, we reserve the right to clawback or withhold any discounts (e.g. off-invoice, retrospective, advance), loyalty bonuses, listing fees and/or sponsorship fees granted in respect of such products, and to charge our wholesale selling price for such volume of products and any future volume of products purchased by you until such time as you prove to our reasonable satisfaction that the conditionality in conditions 4.5 and 4.6 is being met.

4.8.  We operate a keg surcharge scheme whereby we will levy a charge on draught products supplied in small volume kegs.  We reserve the right to amend the level of keg surcharges and/or introduce new keg sizes into the scheme from time to time at our absolute discretion.  We will communicate all keg surcharges and any changes in keg surcharges to you.  All prices quoted are exclusive of keg surcharges unless otherwise stated.

4.9.  We also operate a keg balancing scheme in respect of the kegs and casks in which the products are supplied.  Under the keg balancing scheme, we will automatically count the number of our kegs and casks delivered to you and collected by our nominated distributor from you.  The difference between the number of kegs and casks supplied to you, and those returned will be your keg balance (“keg balance”).  Any negative balance (arising because not all kegs or casks delivered to you have been returned to us through our nominated distributor) will give rise to a charge of £25 per keg or cask and will be applied to your trading account and collected on your normal payment terms.  Any subsequent reduction in the keg balance shall result in a credit to your trading account of £25 per keg or cask to reduce the keg balance.  Note that a positive keg balance can only be applied against a historical or a future negative balance, otherwise no credit will be given for a positive balance.  Your keg balance will be communicated on your invoices and statements.  Unless otherwise agreed, your opening keg balance will be zero, and only kegs and casks movements after the date of signing will be recorded. 

5.   Payment

5.1.  If you use Heineken Online to purchase products from us, payment is to be made by credit or debit card at the point of purchase. In all other cases you shall make payment to us in cleared funds within such period or on such date as we shall specify to you from time to time (“due date”).   If we do not give you a specific date for payment, payment shall be due within 14 days of the date of invoice.

5.2.  Failure to pay any amount due to us or any other Heineken Group Company by the due date shall entitle us to suspend delivery of any undelivered orders. 

5.3.  If any circumstances arise which give us concerns about your solvency (in our sole and absolute discretion), we shall be entitled to suspend delivery of any undelivered orders.

5.4.  Time for payment for the products shall be of the essence.

5.5.  We reserve the right at any time to apply a credit limit to your trade account, and to refuse to accept any orders placed by you where the value of such orders would cause you to exceed your credit limit (unless otherwise agreed).

5.6.  We reserve the right at any time to amend or withdraw any or all of the (i) payment terms, (ii) credit limit and (iii) method of payment. 

5.7.  If payment is not made by the due date, we reserve the right to claim interest at the rate prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002) until payment is received by us in cleared funds.

5.8.  We are entitled to withhold payment of any agreed discounts, bonuses, listing fees, sponsorship fees, rebates, accrual funds, overriders and/or marketing budgets and to recover any such sums already paid to you if you are in breach of these terms of sale or any contract we may have with you.

5.9.  In the event of any cheques or direct debits being dishonoured, a charge of £25.00 excluding VAT (or such other reasonable sum as we may from time to time advise you) will be made on your account to cover bank and administrative costs. 

5.10.     We will make your invoices and statements available to you electronically but will also provide hard copies to you on request.

5.11.     If we make any payment or overpayment in error, such payment to you shall be treated as a debt due to us and you shall repay the amount by which you have been overpaid to us in full within 28 days of being made or becoming aware of our payment error.

6.  Dispense Equipment

6.1.  The terms applying to dispense equipment or related installation, maintenance or support services can be found at the Technical Service Equipment Terms and Conditions section on https://www.heineken.co.uk/legal-hub/, which terms are hereby incorporated into and form part of these terms of sale.  In these terms of sale, the term “equipment” means all raising, dispense and other equipment supplied by us (or our subcontractor).

6.2.  If you are wholesaling our products, you shall provide us with reasonable data for your customers and their outlets, and products supplied to support the placement and maintenance of equipment and facilitate quality checking of our products in trade.

6.3.  If you are wholesaling our products then you must ensure that the terms of this condition 6 are replicated in your terms and conditions with your customer.

7.   Risk and Retention of Title 

7.1.  Risk of damage to or loss of the products, containers, returnable containers and equipment shall pass to you on completion of delivery or, in the case of bulk products, when the relevant tanker seal is broken.

7.2.  Title to the products (but not in any returnable containers or equipment) shall pass to you only when we have received from you payment (in cleared funds) of:

7.2.1. all amounts owing in respect of these products; and

7.2.2. all other amounts then due and owing from you to us or any other Heineken Group Company, whether or not under these terms of sale.

7.3.  Until title to the products passes to you, you shall (i) hold the products as our fiduciary agent and bailee (or as trustee in Scotland), (ii) keep the products separate from your own products and third party products, and (iii) ensure the products are properly stored, protected and insured by you against all risks on our behalf from the date of delivery (for an amount which is not less than the price payable to us) and clearly identified as our property.

7.4.  You shall be entitled to resell or use the products in the ordinary course of your business, (provided such sale shall be on your own behalf and you shall deal as principal and not as our agent) and, in such event, title to the products shall pass to you immediately before the time such resale occurs, notwithstanding that the payment is still due. Your power of sale and permission of use referred to in this condition shall (i) automatically cease upon the occurrence of any of the events referred to in condition 10.1.1, 10.1.2, 10.1.3 or 20.1.1, 20.1.2, 20.1.3; and/or (ii) immediately cease upon notice from us to you, which notice may be given at any time when any amount is outstanding from you to us or any other Heineken Group Company, whether or not under these terms of sale.

7.5.  Until title to the products passes to you, we may require you to deliver up or make available for collection the products to us in the event that you fail to make payment to us under these terms of sale or we have concerns (in our sole and absolute discretion) about your solvency. If you fail to do so, you hereby irrevocably agree that we (or our representatives) may enter your premises or any third party premises where the products are stored and repossess the products and we (or our subcontractors) may do this at any time in order to repossess the returnable containers.

7.6.  You shall not be entitled to (nor purport to) sell (other than in accordance with condition 7.4), mortgage, encumber, part with possession of, pledge or charge by way of security any of the products, containers, returnable containers or equipment which remain our property (and must remain identified as such) or allow any lien or encumbrance to arise over them.  If you do so or purport to do so, all money owing by you to us shall become immediately due and payable, and we shall have the right to recover our products, containers, returnable containers and equipment.

7.7.  The rights and remedies conferred to us by this condition 7 are in addition to and shall not in any way limit our other rights, including our right to sue for the price of the products (even if title to the products has not passed) and to recover our products, containers, returnable containers and equipment.

8.  Liability

8.1.  We do not exclude any liability to you in respect of (i) death or personal injury caused by our negligence, (ii) fraud or fraudulent misrepresentation, (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (iv) defective products under the Consumer Protection Act 1987; or (v) anything else that cannot be excluded by the operation of law.

8.2.  Subject to condition 8.1, we shall under no circumstances whatsoever be liable to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for:

8.2.1. any loss of profit;

8.2.2. loss of business or business opportunity;

8.2.3. loss of revenue;

8.2.4. loss of anticipated savings;

8.2.5. depletion of goodwill;

8.2.6.      or any indirect or consequential losses of any nature, howsoever arising, under or in connection with these terms of sale or any contract we may have with you.

8.3.  Subject to conditions 8.1, 8.2 and 8.4, our total aggregate liability to you in respect of all other losses arising under or in connection with these terms of sale and any contract we may have with you, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the price of the products purchased by you directly from us in the preceding three months.

8.4.  We shall not be liable to you or be deemed to be in breach of these terms of sale or any contract we may have with you by reason of any delay in performing, or any failure to perform, any of our obligations, if the delay or failure was due to any cause beyond our reasonable control or due to your fault. This includes strikes, lockouts or other industrial actions or trade disputes (whether involving our employees or those of a third party), adverse weather conditions, default or delays of suppliers or subcontractors, breakdown of plant or equipment, and material shortages.

8.5.  There are no conditions, warranties, representations or terms, express or implied, that are binding on us except as specifically stated in these terms of sale or any contract we may have with you.  Any condition, warranty, representation or term concerning the products which might otherwise be implied into or incorporated in these terms of sale or any contract we may have with you, whether by statute, common law or otherwise, is hereby expressly excluded.

8.6.  You shall indemnify us against any third party claims, losses, damages, expenses and costs we incur as a result of your negligence or any breach by you of these terms of sale or any contract we may have with you.

9.  POS Material

9.1.  Any point of sale, temporary bars, display cases, activation materials or any other promotional material or items (the “POS Materials”) supplied to you, other than such items that you have paid for in full, shall at all times remain in our ownership. We shall be entitled at any time to request the return of or to attend your premises for the purpose of removal of any POS Materials. You shall take good and proper care of such POS Materials whilst in your possession or under your control, and shall replace or make good any damage caused to them or any deterioration in such POS Materials whether the same arises by fair wear and tear or otherwise. You shall afford us (or any nominated sub-contractor) all access that may be required for the purposes of the installation, removal, maintenance or replacement of the POS Materials. You shall not sell, assign, pledge, charge, rent or in any other way part with possession of the POS Materials or utilise such POS Materials in relation to the dispense, sale or promotion of products not supplied by us.

10. Insolvency

10.1. We may terminate our trading relationship with you or suspend further deliveries to you (without any liability to you) if:

10.1.1. (i) you become unable to pay your debts as they fall due; (ii) you commence negotiations with your creditors with a view to rescheduling or entering into an arrangement, compromise or composition in satisfaction of any of your debts; (iii) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; (iv) the value of your assets is less than your liabilities; or (v) your financial position deteriorates to such an extent that, in our opinion, your capability to adequately fulfil your obligations to us under these terms of sale or any contract with us has been placed in jeopardy; or

10.1.2. any steps are taken with a view to:

10.1.2.1. appointing an administrator, receiver, administrative receiver, liquidator (provisional or following a winding up), trustee or other similar officer in respect of you or your assets;

10.1.2.2 enforcing payment of any of your debts or of any security you have granted; or

10.1.2.3. obtaining a moratorium in respect of your debts; or

10.1.3. we believe that any of the events referred to in conditions 10.1.1and 10.1.2 are reasonably likely to occur and we notify you accordingly.

10.2. Without limiting our other rights and remedies, we may suspend provision of the products under any contract with you if you become subject to any of the events listed in condition 10.1, or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due to us on or before the due date for payment.

10.3. If we terminate our trading relationship with you for any reason:

10.3.1. the price payable for any products that have been delivered but not paid for shall become immediately due and payable, regardless of any previous agreement or arrangement to the contrary; and

10.3.2. you shall not be entitled to any discounts (retrospective or otherwise), rebates or overriders, and any discounts, rebates or overriders which have accrued but not yet been paid will be cancelled and any rights to these shall automatically cease. 

10.4. Any exercise by us of our rights under this condition 10 or condition 20 will not affect any of our other rights or remedies under these terms of sale or any contract we may have with you and (subject to condition 10.3) shall be without prejudice to any rights and remedies that have accrued as at termination.  Any provision of these terms of sale or any contract we may have with you that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

11. Consumer Orders

This condition 11 applies only if you are not a business but are a “consumer” within the meaning of The Consumer Rights Act 2015.  If, after we have accepted an order from you, you wish to withdraw from a binding order then you may do so by informing us no later than 14 working days after the date of delivery of the products.  If you notify us that you wish to cancel the order, and we have already delivered the products to you, then you must return the products to us at your own cost and risk. Provided that the products are returned in the same condition as when we supplied them to you, we shall reimburse all sums paid by you for those products less any reasonable costs of delivery.

12. Data Protection

Any data processed by us in connection with these terms of sale or any contract we may have with you shall be in accordance with our privacy policy (available at here) and the following data protection laws: the Data Protection Act 2018 (“DPA”), other data protection legislation in force from time to time in the UK, and to the extent applicable, the EU General Data Protection Regulation 2016/679 (with the DPA taking priority in the event of conflict).

13. Money Laundering

13.1. We are required to comply with money laundering legislation and regulations designed to combat the laundering of the proceeds of crime.  Accordingly, we:

13.1.1. reserve the right to refuse to accept any orders and/or withhold deliveries until we have obtained satisfactory evidence of your identity and the identity of any beneficial owners via a credit reference agency or directly from you; and

13.1.2. may be required to notify the appropriate authorities of issues relating to your affairs.

13.1.3. We shall have no liability to you for any losses that may be incurred as a result of any of the above.

14. Set-off

14.1. If you owe us, or any other Heineken Group Company, any payment or other liability, then we may set-off, withhold or deduct that amount from any sum which we, or such other Heineken Group Company, owe you.

14.2. If we, or any other Heineken Group Company, owe you any payment or other liability, you shall not be permitted to set-off, counterclaim, withhold or deduct any sum which we owe you from any amount that you owe us, or any other Heineken Group Company.

15. Waiver

No failure or delay by either of us in exercising our rights or remedies under these terms of sale or any contract we may have with you shall prevent or restrict the exercise of such rights or remedies at any time. No waiver (whether express or implied) by either of us of any breach of any of these terms of sale or the terms of any contract we may have with you by the other shall be construed as a waiver of any subsequent breach of the same or any other provision.

16. Third Party Rights

Except as expressly provided in these terms of sale or any contract we may have with you, no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of these terms of sale or any contract we may have with you.

17. Compliance with Laws

In performing your obligations under these terms of sale or any contract we may have with you, you shall, and shall procure that each of your or your holding company’s direct or indirect subsidiaries, comply with all applicable laws, statutes, regulations, codes and HMRC Excise Notices from time to time in force, including the Bribery Act 2010, the Data Protection Laws, the Modern Slavery Act 2015 and the Competition Act 1998.

18. Recycling

We have fulfilled our duty in applying the waste hierarchy as required by regulation 12 of the Waste (England and Wales) Regulations 2011 and Section 34 of the Environmental Protection Act 1990 as amended by the Waste (Scotland) Regulations 2012. We are the seller of products and are not responsible for the waste.  Our nominated distributor, as transferor of waste, and you, as a producer of waste, are responsible under the Waste (England and Wales) Regulations 2011 and Waste (Scotland) Regulations 2012.

19. Notice

A notice given to a party under or in connection with these terms of sale or any contract we may have with you shall be in writing and sent to the party in accordance with the following:

(a)  to us at our registered office address (Heineken UK Limited, 3-4 Broadway Park, South Gyle Broadway, Edinburgh EH12 9JZ) and marked for the attention of the Head of Legal;

(b)  to you at your registered office or trading address (where different) or by email to any email address that we hold for you,

or as otherwise notified in writing to the other party.  Any notice shall be deemed to have been received (a) if delivered by hand, on signature of a delivery receipt; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second business day after posting; and (c) if sent to you by email, at the time the email is sent.

20. Termination

20.1. Without prejudice to our rights under condition 10, we shall be entitled to terminate our trading relationship with you:

20.1.1. immediately if you commit a material breach of any of these terms of sale or fail to pay any amount due on or before the due date for payment;

20.1.2. immediately if you or your personnel subject our staff or anyone involved in our supply chain to any violence, physical, verbal, sexual or psychological harassment, bullying, abuse or threat, whether in person, on the phone or contained in any correspondence; or

20.1.3. on 30 days prior written notice to you at any time. 

20.2. In the event of the early termination of our trading relationship with you, we reserve the right to recover any losses which we incur as a result of such early termination, which losses shall include any loss of profit.

21. Law and Jurisdiction

Any dispute or claim arising out of or in connection with our trading relationship with you or the formation of any contract we may have with you (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the English Courts shall have exclusive jurisdiction over any disputes arising, unless your business is in Scotland, in which case such jurisdiction shall be non-exclusive.

22. General

22.1. We reserve the right to transfer to any person the right to receive payment of any money payable to us, and/or any of our other rights.

22.2. All copyright, patent, trade mark, trade secret, design rights, domain names and other proprietary and intellectual property rights whether registered or unregistered in the products, containers, returnable containers and equipment and information and know how which we may provide in relation to the products, containers, returnable containers and equipment (“Intellectual Property Rights”) shall (as between you and us) remain vested in us.  You shall not acquire any title in the Intellectual Property Rights relating to the products, containers, returnable containers or equipment.  You may not copy or imitate the Intellectual Property Rights, products, containers, returnable containers or equipment or do or omit to do, or permit any third party to do or omit to do, anything which may damage such Intellectual Property Rights.  Any goodwill arising from the use of such Intellectual Property Rights shall accrue to us.

22.3. You shall not be entitled to assign, re-sell, charge, encumber or otherwise transfer any of your rights or obligations under these terms of sale or any contract we may have with you, in whole or in part, without our prior consent and any attempt to do so will enable us to terminate our trading relationship with you without prejudice to our other rights and remedies.

22.4. Nothing in these terms of sale or any contract we may have with you is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

23. Amendments

We reserve the right to alter these terms of sale generally or for any particular class of products or customer. We will use our reasonable endeavours to give at least one week’s notice of alteration.

24. Severance

If any provision or part-provision of these terms of sale or the terms of any contract we may have with you becomes invalid, illegal or unenforceable (in whole or in part) it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition shall not affect the validity and enforceability of the remaining provisions (and/or the remainder of such provision).

25. Interpretation

In these terms of sale and in any contract we may have with you:

(a) the singular includes the plural and vice versa;

(b) any phrase introduced by the terms “including”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(c) unless otherwise specified, a reference to “writing” does not include email or fax;

(d)  any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

(e) references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended, supplemented or re-enacted from time to time; and

(f) words and expressions which are defined in the Companies Act 2006 have the same meanings as are given to them in that Act.

Year Ended 31 December 2021

Prepared in accordance with the requirements of Schedule 19, Finance Act 2016.

We believe in responsible tax behaviour as an essential part of our sustainability strategy. The taxes we pay contribute to local economies and support the development of the many countries in which we operate.

We support stable, transparent, and predictable tax regimes that incentivise long-term investment and economic growth.

Tax strategy

In support of HEINEKEN’s business priorities we pursue a tax strategy that is sustainable and transparent. This strategy is annually reviewed and approved both by the Executive Board and the Audit Committee (part of the Supervisory Board). Our tax strategy is based on a number of key principles:

• Our commitment to comply with relevant tax laws and international regulations, we aim to comply with the letter as well as the spirit of the law.
• Our way of working conforms with the HEINEKEN Code of Conduct.
  • We expect to pay tax on our activities in the country where they take place.
  • We do not use tax havens for tax avoidance purposes.
  • We pursue an open and constructive dialogue with tax authorities that is based on respect, transparency, and trust.
• We developed co-operative compliance relationships with tax authorities in various countries.  For the UK, this is HM Revenue & Customs.
• We fully support and follow the OECD transfer pricing guidelines. Transactions between HEINEKEN companies are conducted at ‘arm’s length’.
• We report taxes based on international (IFRS) and local reporting standards.

 Tax governance

Risk profile

HEINEKEN operates in more than 70 countries around the world and is subject to diverse tax legislation. Tax legislation is often complex and subject to interpretation, meaning expert understanding and careful judgement is key. Failure to comply with applicable regulations could lead to fines, claims and reputational damage.

Our tax principles provide guidance on exercising judgement and ensure consistent understanding of HEINEKEN’S position on risk.

Risk management

HEINEKEN’s risk management system enables management to identify, assess, prioritise and manage risks on a continuous and systematic basis, and covers all subsidiaries across regions, countries, markets and corporate functions.

Within this context, the HEINEKEN Tax Control Framework (HTCF) is at the heart of our tax governance model and comprises all our tax standards, procedures and controls.

The objective of HTCF is to provide a reasonable level of assurance that HEINEKEN is in control of all taxes and duties borne and collected by the HEINEKEN group. In addition, the HTCF aims to provide verifiable assurance that the tax risks of HEINEKEN are identified and managed in compliance with applicable laws and regulations. The HTCF results in greater transparency of the tax management function and complying with the HTCF may form a solid basis for an open and transparent relationship with tax authorities.

HEINEKEN makes use of an online tool to monitor compliance of all HEINEKEN companies with the HTCF. Relevant standards, procedures and good practices are shared among HEINEKEN’s tax function and periodic control assessments are performed.

Risk appetite and attitude to tax planning

We use business structures that are driven by commercial considerations, reflect commercial and economic activity and have genuine substance. We do not engage in artificial tax arrangements.

Compliance with applicable tax laws and regulations is our overriding principle. We aim to comply with the letter as well as the spirit of the law. Where there is significant uncertainty or complexity in the tax legislation, we seek advice from external experts to be confident that our tax returns are correct. We engage in efficient tax planning that supports our business and reflects commercial and economic activity. We do not engage in artificial tax arrangements. Our overriding principle is compliance with all applicable tax laws and regulations.

HEINEKEN is not prepared to accept a level of risk that would expose it to reputational harm, and we would only adopt tax planning where there is commercial substance, and we believe it is more likely than not that our position would be upheld.

We interpret UK tax law in a reasonable manner taking into account both the purpose and intent of the law. Where there is significant uncertainty or complexity in relation to tax, we may seek advice from external experts. This gives us confidence that our tax returns are correct.

Organisation

Our tax function ensures tax compliance of all HEINEKEN companies. It maintains communications with tax authorities and advises management on tax-related topics. External advisors are involved in material transactions or when a specific area of expertise is required.

HEINEKEN operates in a relatively decentralised business model, in which every country organisation maintains a certain level of control over the entire value chain, within the framework and principles determined by the Group.

Ultimate responsibility for tax matters rests with our Executive Board and Audit Committee (part of the Supervisory Board) who review and approve HEINEKEN’s tax strategy annually set by the Tax Director.

The Tax Director is also responsible for managing the Tax Function. With the support and monitoring of the Global Tax department, the local Tax Managers execute the Group’s tax strategy under the supervision of the local Finance Directors.

The UK Head of Tax reports to the UK Finance Director. The UK Head of Tax is responsible for all taxes which impact the HEINEKEN UK (‘HUK’) corporate group, with the HR department having day to day responsibility for employee taxes. The HUK tax team members are suitably trained and experienced to deal with administration of the other taxes. The input of suitably qualified external advisors is a key source of expertise to supplement the skills of the HUK tax team. External advisors are therefore used when required on specialist matters. 

HUK carries out an assessment on an annual basis against the HEINEKEN Tax Control Framework to identify any potential improvements that could be made regarding tax risk management. 

The approach towards dealings with HMRC

We seek to develop strong relations with HMRC based on respect, transparency and trust. We are committed to a collaborative approach to our dealings with HMRC. 

We engage with HMRC through our Customer Compliance Manager to discuss our tax affairs on a real time basis.          

We take care to ensure that our tax affairs are reported accurately. We would seek to voluntarily disclose any errors found in a submitted tax return, quantifying the effect of any error and paying any additional tax, interest and penalties due as a result. 

HEINEKEN is committed to paying the right amount of tax in the UK, and to work collaboratively with the tax authorities. 

Updated on 15 December 2021.

Generic Technical Services Charging Summary

Subject to the full terms and conditions set out below, you will NOT be charged for Generic Technical Service Equipment and Services provided to your Outlet by HEINEKEN in respect of:

•          Any of HEINEKEN’s brands; 

•          Keg lines relating to brand owners who have chosen to settle centrally with HEINEKEN (set out in TABLE A below – please note this list is subject to change and will be updated from time to time); 

•          Keg lines relating to brand owners who paid the connection fee under the previous scheme but have chosen not to settle centrally under the new scheme (set out in TABLE B below – please note this list is subject to change and may be updated from time to time).  However, you will be charged in the future for these lines when: 

o     the python relating to that line is replaced; OR 

o    you change the brand on that dispense line to that of a brand owner that has chosen not to settle centrally with HEINEKEN.

TABLE A – Centrally Settled Brand Owners (lines will not be chargeable to you) 

Accolade Wines	JW Lees
Adnams Southwold	Joseph Holt Ltd.
Asahi UK Ltd	Krombacher Brewery
Beavertown Brewery	Kingfisher Beer Europe limited
Bays Brewery Limited	Left Field Kombucha
Black Sheep Brewery	Lilleys Cider
Brewdog	LWC Drinks Ltd
Black Isle Brewing Company	Malt Coast
Brixton Brewery	Marston’s Plc
Budweiser Brewing Group	Molson Coors
Budweiser Budvar	Nightingale Cider
Butcombe Brewery Co	Otter Brewery
Camerons Brewery	Portobello Brewing Company
Carlsberg	Redwell Brewery
Castle Rock Brewery	SA Brains
Cave Direct	Sandford Orchards
Celtic Marches Beverages	Shepherd Neame
Cider of Sweden (Kopparberg)	Sheppy’s Cider
Cold Town Brewery	Sinclair Breweries Limited
Conwy Brewery	Small Beer Brew Company
Curious Brewery	St Austell Brewery
C&C Group	Stewart Brewing Company
Diageo	Snowden Craft Beer Ltd
Duvel Moortgat Brewer	Thatchers Cider
Edinburgh Beer Factory	The Purbeck Cider Co
Felinfoel Brewery	Theaktson Brewing Company
Frederic Robinson Ltd	Thistly Cross Cider
Fyne Ales	Thornbridge Brewery
Fourpure Brewing	True North Brew Co
Glamorgan Brewing Co	Wadworth
Gower Brewery	West Beer
Greene King  / Belhaven	West Berkshire Brewery
H Weston & Sons	Westerham Brewery
Harveys	Wild Horse Brewing Company
Harviestoun Brewery	Williams Bros Brewing Co
Healey’s	Whitstable Brewery
Hunts Cider	Windsor & Eton Brewery
Hurns (Tom Watkins)	Winkleigh Cider Co Ltd (Sam’s Cider)
Hydes Brewery	Woodforde’s
Innis & Gunn	Wrexham Lager
Jubel Beer

TABLE B – Legacy Paid-Up Brand Owners (only chargeable in accordance with Condition 7.5)  

Arkell’s Brewery	Purity Brewing
Hook Norton Brewery	Samuel Smith’s Brewery
James Clay	Skinners
Rebellion Beer Company Ltd	Timothy Taylor

You will be charged the Monthly PAYG Charges set out below from 1st May 2019 for lines in your outlet that dispense brands owned by or licensed to a brand owner that does not appear in Table A or B.

If you HAVE any agreement with Heineken UK Limited relating to the supply of draught products (either directly from us or indirectly via a distributor), these terms and conditions are hereby deemed to form part of your contractual relationship with us. In the event of any conflict between conditions 12 – 23 (inclusive) of these terms and conditions and the terms of your other existing agreement(s) with us, the terms of your existing agreement(s) shall take precedence and prevail.

If you DO NOT HAVE an agreement with Heineken UK Limited relating to the supply of draught products, the terms and conditions set out below shall apply to the installation and maintenance of technical service equipment by us in your outlet.

In either case, you agree that these terms and conditions constitute the terms of a technical service agreement between you and us (the “Agreement”).

If you do not confirm acceptance of this Agreement, you shall still be deemed to agree to these terms and conditions by continuing to make use of the technical service equipment and/or benefit from the services.

1.    Interpretation 

1.1.  In this Agreement:

“Branded Technical Service Equipment” means the Technical Service Equipment supplied by us (or any subcontractor of ours) that is intended to be installed in a consumer-facing location in an Outlet, and features the brand logos or trademarks of any of our owned and/or licensed products (including branded founts and lenses);

“Centrally Settled Brand Owners” means the brand owners that have agreed to make payment directly to us for the use of Generic Technical Services Equipment and Services in respect of their owned or licensed brands, as set out in Table A above (as updated from time to time);

“Chargeable Line” means each draught keg dispense line in your Outlet that dispenses products that are not owned or licensed by (i) us or (ii) a Centrally Settled Brand Owner;

“Charges” means the Fair Ale Charges, the PAYG Charges and any sums payable under Condition 9.3;

“Data Protection Laws” means EU Data Protection Laws, UK Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country. In the event of conflict between Eu Data Protection Laws and UK Data Protection Laws, UK Data Protection Laws shall prevail;

“EU Data Protection Laws” means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”) and laws implementing or supplementing the GDPR;

“Fair Ale Charges” means sums payable for the supply or maintenance (or procuring the supply or maintenance of) Technical Service Equipment required for cask ales;

“Generic Technical Service Equipment” means the Technical Service Equipment required to dispense draught keg products in an Outlet, comprising the cooled lines (python), primary gas valves and the remote cooler, but not including Branded Technical Service Equipment, founts, T-bars or any brand owner’s line-sets;

“Heineken Group Company” means any direct or indirect holding or subsidiary undertakings of Heineken UK Limited or any direct or indirect subsidiary of such holding company, and other undertakings in which Heineken UK Limited has a direct or indirect interest;

“Intellectual Property Rights” means all copyright, patent, trade mark, trade secret, design rights, domain names and other proprietary and intellectual property rights whether registered or unregistered in the Technical Service Equipment and know how which we may provide in relation to the Technical Service Equipment or Services;

“Lead Brewer” means the brand owner with the highest number of keg dispense lines at an Outlet using the Generic Technical Service Equipment to pour its brands;

“Legacy Paid-Up Brand Owner” has the meaning given to it in Condition 7.5 and a list of the relevant brand owners is set out in Table B above (as updated from time to time);

“Outlet” means the premises in which the Technical Service Equipment is installed or intended to be installed;

“PAYG Charges” means the Pay As You Go sums payable for the provision of Generic Technical Service Equipment and the Services, as outlined in Condition 7;

“Products” means our owned and/or licensed products;

“Services” means the provision of Generic Technical Service Equipment and the maintenance services outlined in Condition 6 by us or any subcontractor of ours;and;

“Technical Service Equipment” means all raising, dispense, and other equipment supplied by us (or any subcontractor of ours), including the Branded Technical Service Equipment and Generic Technical Service Equipment but excluding any SmartDispense equipment.

“UK Data Protection Laws” means the GDPR as transposed into UK national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (“UK GDPR“), together with the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and other data protection or privacy legislation in force from time to time in the UK

1.2.  In this Agreement:

1.2.1.   “we”, “us” or “our” refers to Heineken UK Limited or any Heineken Group Company;

1.2.2.   “you” refers to the recipient of the Technical Service Equipment and/or Services supplied by us (or any subcontractor of ours);

1.2.3.   the singular includes the plural and vice versa;

1.2.4.   any phrase introduced by the terms “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;

1.2.5.   unless otherwise specified, a reference to “writing” does not include email or fax;

1.2.6.   any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

1.2.7.   references to statutes, any statutory instrument, regulation or order will be construed as a reference to such statute, statutory instrument, regulation or order as amended, supplemented or re-enacted from time to time; and

1.2.8.   words and expressions which are defined in the Companies Act 2006 have the same meanings as are given to them in that Act. 

1.3.  This Agreement does not apply to the installation or maintenance of any SmartDispense equipment, in respect of which you will need to enter into a separate agreement with us. 

2.    Basis of Generic Technical Service Equipment Provision 

2.1.  If we are the Lead Brewer in your Outlet, we will supply the Generic Technical Service Equipment and the Services in your Outlet in accordance with, and subject to, the terms of this  Agreement. Notwithstanding the foregoing, you can choose whether you wish for us to provide Generic Technical Service Equipment and Services in your Outlet. 

2.2.  Without prejudice to the terms of this Agreement, in the event that we are the Lead Brewer in your Outlet and you no longer wish for us to provide Generic Technical Service Equipment and Services in your Outlet, you must notify us in writing. If we receive such notification from you, we will discuss your options with you including, the option for you to purchase the Generic Technical Service Equipment at a price we (or our nominated subcontractor) may agree with you. 

2.3.  In the event that we (or our nominated subcontractor) agree to sell any Generic Technical Service Equipment to you, you must immediately arrange for any references to any of our trade marks to be removed from the Generic Technical Service Equipment.  

3.    Risk and Insurance

All Technical Service Equipment will remain our property (or the property of other companies with whom we have contracted, including Serviced Dispense Equipment Limited), but the Technical Service Equipment will be at your risk while on your premises or under your custody or control.  You must insure the Technical Service Equipment whilst it is at your risk, such insurance to be sufficient to cover all costs required to effect replacement or repair (including labour costs), including damage sustained to the Technical Service Equipment as a result of malicious damage, explosion, fire or flood.  

4.    Cask Ales 

4.1.  The supply and maintenance of the Technical Service Equipment (including cask ale handpulls, pythons and PTCs) required for cask ales is the responsibility of the individual cask ale brand owner and will only be provided/procured by us where we are the brand owner or licensee of a cask ale supplied to you. 

4.2.  Where we supply or maintain (or procure the supply or maintenance of) Technical Service Equipment required for cask ales, the Fair Ale Charges will apply. 

5.    Installation of Technical Service Equipment 

5.1.  Generic Technical Service Equipment

Subject to your compliance with this Agreement (including making full payment of the Charges due in accordance with Condition 7) and any other terms relating to Technical Service Equipment in any other agreements we may have with you, where we are the Lead Brewer in your outlet we will install and maintain the Generic Technical Service Equipment as we may agree with you from time to time.  We will not be responsible for the provision and maintenance of any cellar cooling equipment.

5.2.  Branded Technical Service Equipment 

5.2.1.   Where we, our agents or subcontractors supply Branded Technical Service Equipment, it is for the exclusive use with the Products and must be used in accordance with our instructions (or those of our subcontractor) and remain strictly as installed by us or our subcontractor. 

5.2.2.   We may also elect to supply or procure the supply of branded cooling equipment, to deliver extra cold temperatures, for exclusive use by you with the Products. Such equipment will form part of the Branded Technical Service Equipment. 

5.2.3.   In the event that you use the Branded Technical Service Equipment to dispense products other than the Products, you will be acting otherwise than in accordance with this Agreement and we reserve the right to either:

5.2.3.1.      take the steps set out in Condition 9;

5.2.3.2.      charge you for the use of the Branded Technical Service Equipment for as long as you dispense other products through it; or

5.2.3.3.      sell the Branded Technical Service Equipment to you at a price which we (or our nominated subcontractor) may agree with you. 

5.2.4.   Where Conditions 5.2.3.2 or 5.2.3.3 apply, you must arrange for any references to any of our trade marks to be removed from the Branded Technical Service Equipment prior to use in connection with products other than the Products. 

5.3.  All Technical Service Equipment 

5.3.1.   Once installed, the Technical Service Equipment must not be moved or tampered with. 

5.3.2.   We will write down the installation cost (which includes the value of the Technical Service Equipment itself and labour costs) of Generic Technical Service Equipment over a period of 10 years and of Branded Technical Service Equipment over a period of 5 years at a fixed rate following the date of installation at the relevant Outlet.  

5.3.3.   We have a right to reclaim (and you agree to pay) the unwritten down balance in full:

5.3.3.1.      if you do not comply with this Agreement;

5.3.3.2.      if you do not comply with any other terms relating to Technical Service Equipment in any other agreements we may have with you;

5.3.3.3.      if we cease to be the Lead Brewer at the outlet and cannot recover the unwritten down balance from the new Lead Brewer. 

5.3.4.   Both parties acknowledge and agree:

5.3.4.1.      that this is a genuine pre-estimate of the loss we will suffer in connection with the installation of the equipment as a result of your non-compliance or us being unable to recover the unwritten down balance from the new Lead Brewer; and

5.3.4.2.      this Condition 5.3 is without prejudice to any other rights and remedies available to us under this Agreement.  

5.3.5.   If you remove any of the Products from the Branded Technical Service Equipment installed, we reserve the right to demand repayment of the unwritten down balance in respect of that Branded Technical Service Equipment at the relevant time in full. 

5.3.6.   For the avoidance of doubt, we will not be responsible for any cosmetic or non-essential changes to the Technical Service Equipment and we reserve the right to charge you for all sums due in respect of such cosmetic and non-essential changes including:

5.3.6.1.      changes to dispense type e.g. fount to t-bar, t-bar to t-bar;

5.3.6.2.      maintenance or replacement connected to failure to comply with Condition 8 (Your Responsibilities) of this Agreement;

5.3.6.3.      upgrades to Technical Service Equipment;

5.3.6.4.      relocation of Technical Service Equipment; and

5.3.6.5.      refurbishment of bars or cellars. 

5.3.7.   Any additional technical service provision, for example the installation of additional service stations, T-bars, non-standard or upgraded dispense equipment, cosmetic bar refurbishments, non-standard temperature or speed of dispense initiatives will need to be agreed in writing with us, and all of the costs borne by you, unless we agree otherwise in writing.  

6.    Maintenance of Technical Service Equipment 

6.1.  Provided that you, your tenants, managers and agents comply with this Agreement (including Condition 7 (Charges and Payment) and Condition 8 (Your Responsibilities)), we will replace the Branded Technical Service Equipment and / or where applicable (and only where we are the Lead Brewer) the Generic Technical Service Equipment if such equipment is:

6.1.1.   at the end of its useful economic life; or

6.1.2.   causing material dispense issues as a result of normal wear and tear. 

6.2.  In the event that the Technical Service Equipment requires maintenance, repair or replacement:

6.2.1.   otherwise than in the ordinary course; or 

6.2.2.   other than as a result of normal wear and tear,

we retain the right and that of our subcontractors to charge you for such maintenance, repair and/or replacement costs.  

6.3.  Replacement of any Technical Service Equipment with new Technical Service Equipment will be determined by us at our sole discretion.   

7.    Charges and Payment 

7.1.  You agree to pay us the Charges (as may be amended from time to time in accordance with Condition 7.4) in accordance with this Condition 7. The Charges are exclusive of Value Added Tax unless otherwise stated.  VAT will be payable by you at the prevailing rate, subject to receipt of a valid VAT invoice from us. 

7.2.  Subject to Conditions 7.4 and 7.5:

7.2.1.   the Fair Ale Charges are calculated at a rate of £8.67 per handpull per calendar month; and

7.2.2.   with effect from 1st May 2019, the PAYG Charges are calculated at a rate of £13.50 per Chargeable Line per calendar month.   

7.3.  You will make payment of the Charges to us in cleared funds within such period or on such date as we will specify to you from time to time (“due date”).   If we do not give you a period or specific date then payment will be due within 14 days of the date of our invoice. 

7.4.  We may amend the Charges from time to time, but no more frequently than once per calendar year. We will notify you in advance of the date on which any amended Charges become effective. 

7.5.  You will not be charged the PAYG Charges in respect of any Chargeable Line that has already been paid for by the brand owner under the one-off connection fee scheme that was in place prior to 1st May 2019 (provided the relevant brand owner has provided satisfactory evidence to us that such payment was made) (“Legacy Paid-Up Brand Owner”) until either of the following occurs in respect of the relevant Chargeable Line:

7.5.1.   you change the brand pouring through that dispense line (unless you change the brand pouring through that dispense line to a brand owned by or licensed to a Centrally Settled Brand Owner or us, in which case, the line would no longer be a Chargeable Line); or 

7.5.2.   the python relating to the Chargeable Line is replaced. 

7.6.  If payment of any Charges is not made by the due date, we may claim interest at the rate prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002) from the payment due date until payment is received by us in cleared funds. 

7.7.  The time for payment shall be of the essence. Failure to pay any amount due to us or any other Heineken Group Company by the payment due date, will entitle us to (at our option):

7.7.1.   suspend performance of the Services in respect of any dispense line in your Outlet if we have not received the Charges due in respect of that dispense line in full on the due date;

7.7.2.   disconnect any dispense line in your Outlet from our Generic Technical Service Equipment if we have not received the Charges due in respect of that dispense line in full on the due date;

7.7.3.   set-off, withhold or deduct any outstanding Charges from any sum which we, or any other Heineken Group Company, owe you;

7.7.4.   if you purchase products directly from us, suspend delivery of any undelivered orders and refuse to accept any order that you place; and / or

7.7.5.   remove the Technical Service Equipment or charge you for its value in accordance with Condition 9. 

7.8.  We are entitled to withhold payment to you of any agreed discounts, bonuses, rebates, overriders and/or marketing budgets and to recover any such sums already paid to you if you are in breach of this Agreement or any other agreements we may have with you. 

8.    Your Responsibilities 

8.1.  You must pay the Charges to us on or before the payment due date. 

8.2.  You must allow us (or our subcontractor or representative) safe working access to your outlet to carry out any work for the change, replacement, maintenance, removal or collection of the Technical Service Equipment and for auditing purposes, at all reasonable times. 

8.3.  You must not sell the Technical Service Equipment, or offer the Technical Service Equipment for sale, or allow the creation of any mortgage, charge, lien or other security interest in respect of the Technical Service Equipment; 

8.4.  You must ensure that the Technical Service Equipment supplied is kept in good condition and is returned to, or able to be collected by, us (or our subcontractor) on demand at any time. 

8.5.  You must procure that all tenants, staff, managers and/or agents comply with this Agreement. 

8.6.  Where you are notified that a persistent dispense issue is connected to a failure to comply with this Agreement, you must ensure that action is taken to remedy the situation including providing appropriate training and support.

8.7.  You must ensure that the Technical Service Equipment is properly maintained, including by:

8.7.1.   complying with all health & safety requirements;

8.7.2.   maintaining cellars in the range 11 to 13 degrees centigrade and allow product to reach this temperature before dispense;

8.7.3.   not allowing any adjustments, removals or other amendments to the dispense systems;

8.7.4.   carrying out building works (if required), including provision of access for pythons and other pipe work;

8.7.5.   providing suitable electrical supplies; 

8.7.6.   carrying out any adjustments to bar structures including bar tops (e.g.: drilling, cutting or filling of gaps left by equipment removed);

8.7.7.   providing cellar cooling systems, flow monitoring equipment, bottle coolers, bulk gas, gas separation / blending systems and automatic line cleaning systems;

8.7.8.   conducting all line cleaning (excluding SmartDispense) and ensuring all lines are cleaned every 7 days (any costs for additional cleaning required e.g. blitz cleans, premature python replacement will be your responsibility);

8.7.9.   bearing any costs associated with temporary bars;

8.7.10. ensuring that the floor of the cellar is watertight;

8.7.11. ensuring that any costs or obligations on other brewers generated due to bespoke project activity are agreed between all parties before work commences; and

8.7.12. taking all reasonable care of equipment whilst it is in your charge, and fully insuring such equipment.  

9.    Removal of Technical Service Equipment 

9.1.  We reserve  the right at all times to remove the Technical Service Equipment from your Outlet (i) if we reasonably believe you are acting otherwise than in accordance with the terms of this Agreement, (ii) if you fail to make payment of the Charges on the due date in accordance with Condition 7: (iii) if we become entitled to terminate the provision of the Technical Service Equipment and Services in accordance with Condition 10 or (iv) on termination or expiry of any agreements we have with you for any reason. 

9.2.  Where Condition 9.1 applies, we will provide notice and you must contact us within 7 days of such notice to agree an appointment for the removal of the Technical Service Equipment. If you do not contact us or you do not agree an appointment within 7 days, you agree to allow us (and/or our nominated subcontractor) immediate access to your outlet and the Technical Service Equipment in order to recover the Technical Service Equipment. 

9.3.  If you do not comply with Condition 9.2, we may proceed with formal action against you to effect recovery of the Technical Service Equipment and/or to seek to recover from you the value of the Technical Service Equipment. In either event we will seek to recover all costs and expenses in connection with such recovery or enforcement action. In the event that we seek payment of the value of the Technical Service Equipment in the alternative to recovery of the Technical Service Equipment, the replacement value and our costs and expenses so incurred shall be payable by you either on receipt of an invoice from us or pursuant to a court order. If an invoice is issued, the invoice amount will form part of the Charges and constitute a debt sum which shall be recoverable from you as a debt in the event of your failure to pay said invoice on receipt.  You will continue to be liable for the applicable Charges until such time as the relevant removal(s) is/are complete or the value of the Technical Service Equipment has been paid. 

9.4.  Where Technical Service Equipment has been removed pursuant to this Condition 9 or pursuant to a court order, we will not be responsible for procuring or installing replacement dispense equipment at the Outlet. 

9.5.  We will inspect any Technical Service Equipment that is returned, removed or collected from an Outlet pursuant to this Agreement or pursuant to a court order, to ensure that it is in a condition commensurate with the age of the Technical Service Equipment (taking into account fair wear and tear). In the event that the Technical Service Equipment is returned, removed or collected from Outlet in a condition that is not commensurate with the age of the Technical Service Equipment (taking into account fair wear and tear), you agree to pay to us, on receipt of our invoice, any costs of repair or rectification of the Technical Service Equipment. 

10.  Termination 

10.1.   We shall be entitled to terminate the provision of the Technical Service Equipment and Services immediately (without liability to you and without prejudice to its other rights and remedies) if:

10.1.1. you become unable to pay your debts as they fall due (including under any other agreement you have with Heineken); or you commence negotiations with your creditors with a view to rescheduling any of your debts; or you cease trading or announce your decision to do so; or

10.1.2. the value of your assets is less than your liabilities; or

10.1.3. any steps are taken with a view to:

10.1.3.1.    appointing an administrator, receiver, administrative receiver, liquidator, trustee or other similar officer in respect of you or your assets;

10.1.3.2.    enforcing payment of any of your debts or of any security you have granted; or

10.1.3.3.    obtaining a moratorium in respect of your debts; or

10.1.4. we believe that any of the events referred to in paragraphs 10.1.1, 10.1.2 and/ or 10.1.3 are reasonably likely to occur;

10.1.5. you fail to comply in any material respect with the obligations set out in this Agreement (including Condition 8); or

10.1.6. you fail to pay the Charges on or before the due date for payment. 

11.  Transfer of Technical Service Equipment

You must provide us with reasonable notice of any proposed transfer of your Outlet to another party.

12.  Liability  

12.1.   We do not exclude any liability to you in respect of (i) death or personal injury caused by our negligence, (ii) fraud or fraudulent misrepresentation, or (iii) anything else that cannot be excluded by the operation of law.  

12.2.   Subject to condition 12.1, under no circumstances whatsoever will we be liable to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for:

12.2.1.   any loss of profit;

12.2.2.   loss of business or business opportunity;

12.2.3.   loss of revenue;

12.2.4.   loss of anticipated savings;

12.2.5.   depletion of goodwill; or

12.2.6.  any indirect or consequential losses of any nature, howsoever arising, under or in connection with this Agreement or any contract we may have with you. 

12.3.   Subject to Conditions 12.1, 12.2 and 12.4, our total aggregate liability to you in respect of all other losses arising under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise will be limited to the Charges paid by you directly to us in the three months preceding the date that event, act or omission giving rise to the liability occurred. 

12.4.   We will not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of our obligations, if the delay or failure was due to any cause beyond our reasonable control or due to your fault. This includes strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or those of a third party), adverse weather conditions, default or delays of suppliers or subcontractors, breakdown of plant or equipment, and material shortages. 

12.5.   There are no conditions, warranties, representations or terms, express or implied, that are binding on us except as specifically stated in this Agreement.  Any condition, warranty, representation or term concerning the Technical Service Equipment or Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is hereby expressly excluded.

12.6.   You will indemnify us against any third party claims, losses, damages, expenses and costs we incur as a result of your negligence or any breach by you of this Agreement. 

13.  Data Protection 

13.1.   We comply with Data Protection Laws and will use any personal data you provide to us in accordance with Data Protection Laws.  Please note that any information, including any personal data, you provide to us during the course of the trading relationship with us may be used by us and other Heineken Group Companies and our subcontractors, representatives and/or agents for the purposes of our fulfilling our obligations to you under this Agreement.  

13.2.   For more information on how we use your personal data and your rights with respect to the personal data we hold on you, please review our Privacy Policy (available at https://www.heineken.co.uk/legal-hub/privacy-policy or email dataprotection@heineken.co.uk to request a copy).  

13.3.   We are required to comply with money laundering legislation and regulations designed to combat the laundering of the proceeds of crime.  Accordingly, we:

13.3.1. reserve the right to withhold or delay performance of the Services or provision of any Technical Service Equipment until we have been provided with satisfactory evidence of your identity and the identity of the person making payment to us on your behalf (if applicable);

13.3.2. may be required to notify the appropriate authorities of issues relating to your affairs; and

13.3.3. reserve the right to refuse to accept cash payments. 

13.4.   We shall have no liability to you for any losses that may be incurred as a result of any of the above. 

 14.  Set-off 

14.1.   If you owe us, or any other Heineken Group Company, any payment or other liability, then we may set-off, withhold or deduct that amount from any sum which we, or such other Heineken Group Company, owe you. 

14.2.   If we, or any other Heineken Group Company, owe you any payment or other liability, you shall not be permitted to set-off, counterclaim, withhold or deduct any sum which we owe you from any amount that you owe us, or any other Heineken Group Company. 

15.  Payment Terms 

15.1.   We reserve the right at any time, at our sole discretion, to amend or withdraw either or both of the (i) payment terms and (ii) method of payment.  

15.2.   In the event of your breach of this Agreement, or any circumstances which give us reasonable concerns about your solvency, we reserve the right to amend or withdraw either or both of the payment terms or method of payment. 

15.3.   In the event of any direct debit being dishonoured, a charge of £30.00 excluding VAT (or such other reasonable sum as we may from time to time advise you) will be made on your account to cover bank and administrative costs.  

15.4.   We may make your invoices and statements available to you electronically.  We reserve the right to make a reasonable administration charge for any hard copy invoice/statements requested by you. 

15.5.   In the event that we make any payment or overpayment to you in error, such payment to you will be treated as a debt due to us and you must repay the amount by which you have been overpaid to us in full within 28 days of being made or becoming aware of our payment error. 

16.  Waiver

No failure or delay by either of us in exercising our rights or remedies under this Agreement or any contract we may have with you will prevent or restrict the exercise of such rights or remedies at any time. No waiver (whether express or implied) by either of us of any breach of any of this Agreement or the terms of any contract we may have with you by the other will be construed as a waiver of any subsequent breach of the same or any other provision.

17.  Third Party Rights 

Except as expressly provided in this Agreement, no third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement or any contract we may have with you.

18.  Compliance with Laws

In performing your obligations under this Agreement, you must, and will procure that each of your or your holding company’s direct or indirect subsidiaries, comply with all applicable laws, statutes, regulations, codes and HMRC Excise Notices from time to time in force, including the Bribery Act 2010, Data Protection Laws, the Modern Slavery Act 2015 and the Competition Act 1998.

19.  Notice 

19.1.   A notice given to a party under or in connection with this Agreement must be in writing and sent to the party in accordance with the following:

19.1.1.   to us at our registered office address (Heineken UK Limited, 3-4 Broadway Park, South Gyle Broadway, Edinburgh EH12 9JZ) and marked for the attention of the Head of Legal; and

19.1.2.   to you at your trading address, 

 or as otherwise notified in writing to the other party. 

19.2.   Any notice will be deemed to have been received: 

19.2.1.  if delivered by hand, on signature of a delivery receipt; or

19.2.2.  if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second business day after posting. 

20.  Law and Jurisdiction

Any dispute or claim arising out of or in connection with our trading relationship with you or the formation of any contract we may have with you (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the English Courts will have exclusive jurisdiction over any disputes arising, unless your business is in Scotland, in which case such jurisdiction will be non-exclusive.

21.  General 

21.1.   We reserve the right to transfer to any person the right to receive payment of any money payable to us, and/or any of our other rights. 

21.2.   The Intellectual Property Rights will (as between you and us) remain vested in us.  You will not acquire any title in the intellectual property rights.  You may not copy or imitate the Intellectual Property Rights, products, containers or equipment or do or omit to do, or permit any third party to do or omit to do, anything which may damage such Intellectual Property Rights.  Any goodwill arising from the use of the Intellectual Property Rights shall accrue to us. 

21.3.   You are not entitled to assign, re-sell, charge, encumber or otherwise transfer any of your rights or obligations under this Agreement, in whole or in part, at any time without our prior consent and any attempt to do so will enable us to terminate this Agreement without prejudice to our other rights and remedies. We shall be entitled to subcontract any or all of our obligations under this Agreement. 

21.4.   Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  

22.  Amendments

We reserve the right to alter this Agreement generally or for any particular class of products or customer. We will use our reasonable endeavours to give at least one week’s notice of alteration.

23.  Severance

If any provision or part-provision of this Agreement becomes invalid, illegal or unenforceable (in whole or in part) it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition will not affect the validity and enforceability of the remaining provisions (and/or the remainder of such provision).

Last Updated: 10^th March 2021

HEINEKEN’s Statement on Slavery and Human Trafficking, together with its Anti-Slavery and Human Trafficking Policy, reinforce our zero-tolerance approach to modern slavery.

We are committed to acting ethically and with integrity in all our business dealings and relationships.

For our Statement on Slavery and Human Trafficking, and for more information on our Anti-Slavery and Human Trafficking Policy, please click on the links below.

Anti-Slavery and Human Trafficking Policy (Official Version)

Modern Slavery and Human Trafficking Statement

HEINEKEN’s Code of Business Conduct, and its underlying policies, apply to all HEINEKEN colleagues.

It explains what’s expected of our people, individually and as a team, and highlights the basic principles we all need to observe when acting for or on behalf of our Company.

We are passionate about our business and about achieving our goals, and we’ll always do so with fairness and integrity, and with respect for our values, the law and our Code of Business Conduct.

For more information about our Code of Business Conduct, click on the link below.

HEINEKEN Code of Business Conduct

HEINEKEN UK Limited manages its water and sewerage in respect of certain of its English premises under a Water Supply and Sewerage Licence limited to Self-Supply (licence numbers 075/2018/WL and 074/2018/SL). HEINEKEN UK Limited (as Licensee) uses the supply systems of water undertakers and the sewerage systems of sewerage undertakers for the purpose of enabling HEINEKEN UK Limited to provide water and sewerage services in respect of the premises of:

1. The Licensee; and
2. Scottish & Newcastle Limited and Punch Taverns (Jubilee) Limited, being persons associated with the Licensee and the reference to “persons associated with the Licensee” shall be interpreted in accordance with paragraphs 11 and 12 of Schedule 2A and  paragraphs 9 and 9 of Schedule 2B of the Water Industry act 1991.

For further information regarding the management and operation of the Self-Supply Licence, please contact Heineken@waterscan.com.