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Personal Guarantee Terms

  1. Words and expressions used but not defined in this guarantee (the Guarantee) shall have the meanings ascribed to them in the Trade Terms of Business set out here. The rules of interpretation which are set out in the Trade Terms of Business above shall apply in the Guarantee.
  2. In consideration of the Company offering a trade credit facility to the Customer, the individual who has signed the section of the new account application form which is headed Personal Guarantee (the Guarantor) has agreed to guarantee all present and future payment obligations and liabilities of the Customer to the Company due, owing or incurred in connection with the supply of Goods to the Customer (the Guaranteed Obligations).
  3. The Guarantor guarantees to the Company, whenever the Customer does not pay any of the Guaranteed Obligations when due, to pay on demand the Guaranteed Obligations.
  4. The Guarantor as principal obligor and as a separate and independent obligation and liability from his obligations and liabilities under clause 3 above agrees to indemnify and keep indemnified the Company in full and on demand from and against all and any Liabilities suffered or incurred by the Company arising out of, or in connection with, the Guaranteed Obligations not being recoverable for any reason or any failure of the Customer to perform or discharge any of its obligations or liabilities in respect of the Guaranteed Obligations.
  5. The Guarantee is and shall at all times be a continuing security and shall cover the ultimate balance from time to time owing to the Company by the Customer in respect of the Guaranteed Obligations.
  6. The liability of the Guarantor under the Guarantee shall not be reduced, discharged or otherwise adversely affected by:
    1. any intermediate payment, settlement of account or discharge in whole or in part of the Guaranteed Obligations;
    2. any variation, extension, discharge, compromise, dealing with, exchange or renewal of any right or remedy which the Company may after the date of the guarantee have from or against the Customer;
    3. any grant of time, indulgence, waiver or concession to the Customer;
    4. any insolvency, bankruptcy, liquidation, administration, winding up, incapacity, limitation, disability, the discharge by operation of law, or any change in the constitution, name or style of the Customer;
    5. any invalidity, illegality, unenforceability or frustration of any Guaranteed Obligation; or
    6. any act or omission which would not have discharged or affected the liability of the Guarantor had he been a principal obligor instead of a guarantor.
  7. The Company shall not be obliged before taking steps to enforce any of its rights under the Guarantee to:
    1. obtain any judgment against the Customer;
    2. make or file any claim in a liquidation, administration or insolvency of the Customer; or
    3. make demand, enforce or seek to enforce any claim, right or remedy against the Customer.
  8. The Guarantor holds any rights (to indemnity, counterclaim, subrogation or otherwise) which he has against the Customer in connection with the Guarantor’s liability under the Guarantee and any monies which the Guarantor receives (or to which he is entitled) in connection with such rights, on trust for the Company, and shall promptly on demand pay over, transfer or assign to the Company any rights or monies which are so held on trust.
  9. The Guarantor shall promptly on demand pay to or reimburse the Company all costs, charges and expenses incurred by the Company in connection with the enforcement of the Guarantee.
  10. Any calculation by the Company of any amount owed to the Company by the Guarantor shall (in the absence of manifest error) be conclusive evidence of the matter to which it relates.
  11. The benefit of the Guarantee is freely transferrable by the Company.
  12. The Guarantee, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Guarantee or its subject matter or formation (including non-contractual disputes or claims).

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