Terms & Conditions
1. DEFINITIONS
1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
(a) Account: the interest-bearing bank account in the name of Cru Wine Limited, at your Barclays branch, of 1 Churchill Place, London E14 5HP, UK, (account no: 1076 5198 sort code: 20 93 02) or the interest-bearing bank account in the name of Cru Wine Limited, at your Barclays Branch, of 1 Churchill Place, London E14 5HP, UK, (IBAN no: GB05 BARC 2093 0262 5900 44, SWIFT/BIC: BARCGB22);
(b) Event Outside Our Control: is defined in clause 10.2;
(c) Goods: the goods that We are selling to you as set out in the Order;
(d) Order: your order for the Goods and/or Services made via Our website (https://cru-wine.com), Our email customerservice@cru-wine.com or one of Our other email addresses as notified to you from time to time or by telephone (+44) 203 925 4526;
(e) Services: the services that We are providing to you as set out in the Order;
(f) Terms: the terms and conditions set out in this document;
(g) Warehouse EP: Eton Park, London City Bond;
(h) Warehouse BCB: Bordeaux City Bond, France; and
(i) We/Our/Us: Cru Wine Limited (085779498).
1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.
2. OUR CONTRACT WITH YOU
2.1 These are the terms and conditions on which We supply Goods, or Services, or both Goods and Services, to you.
2.2 Please ensure that you read these Terms carefully, and check that the details of your Order and in these Terms are complete and accurate, before you place the Order. If you think that there is a mistake, please contact Us to discuss.
2.3 When you submit the Order to Us, this does not mean We have accepted your order for Goods and/or Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply you with the Goods and/or Services, We will inform you of this and We will not process the Order.
2.4 These Terms will become binding on you and Us when We contact you by email to tell you that We are able to provide you with the Goods and/or Services at which point a contract will come into existence between you and Us.
2.5 If any of these Terms conflict with any term of the Order, the Order will take priority.
2.6 We shall assign an order number to the Order and inform you of it when We confirm the Order. Please quote the order number in all subsequent correspondence with Us relating to the Order.
2.7 The images of the Goods on Our website or in Our catalogues or brochures are for illustrative purposes only.
3. CHANGES TO ORDER OR TERMS
3.1 We may revise these Terms from time to time in the following circumstances:
(a) changes in how We accept payment from you;
(b) changes in relevant laws and regulatory requirements; and/or
(c) changes in the terms and conditions of Our suppliers and/or contractors which we are required to accept.
3.2 If We must revise these Terms under clause 3.1, We will give you at least one month’s written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 11.2.
3.3 You may make a change to the Order for Goods and/or Services at any time before We despatch the Goods or start date for the Services by contacting Us. Where this means a change in the total price of the Goods and/or Services, We will notify you of the amended price in writing. You can choose to cancel the Order in accordance with clause 11 in these circumstances.
3.4 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 11.
3.5 By continuing to use our Services after amendments are made and notice has been given, you are accepting the changes to the Terms and Conditions. If you do not agree with the changes, you have the right to terminate your agreement with us by notifying us in writing before the changes take effect.
4. DELIVERY OF GOODS
4.1 Please note that timescales for delivery and delivery charges will vary depending on the availability of the Goods and your address.
4.2 We will contact you with an estimated delivery date. Occasionally Our delivery to you may be affected by an Event Outside Our Control. See clause 10 for Our responsibilities when this happens.
4.3 Delivery of an Order shall be completed when We deliver the Goods to the address you gave Us or to your nominated warehouse.
4.4 If no one is available at your address to take delivery, We will leave you a note that the Goods have been returned to Our premises, in which case, please contact us to rearrange delivery.
4.5 If We are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, We may deliver the Order in instalments. We will not charge you extra delivery costs for this. However, if you ask Us to deliver the Order in instalments, We may charge you extra delivery costs. Each instalment shall constitute a separate contract governed by these Terms. If We are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
4.6 The Goods will be your responsibility from the completion of delivery to your address.
4.7 If you ask Us to provide warehousing Services, our warehouse provider will assume responsibility for safe keeping from the completion of Our delivery to them. Our warehouse Services provide for a controlled storage environment. Insurance costs are included within Our prices for warehousing Services. Our latest tariffs for our warehousing Services can be found on our website.
4.8 If you ask us to deliver Goods to you from our warehousing Service, We reserve the right to charge a delivery fee at our prevailing rate. The Goods will be your responsibility from the completion of delivery to your address.
4.9 You own the Goods once We have received payment in full.
4.10 We reserve the right to decline to deliver Goods if any sum remains owed by you to Us.
5. IF THE GOODS ARE FAULTY
5.1 As a consumer, you have legal rights in relation to Goods that are faulty or not as described. Nothing in these Terms will affect these legal rights. If you are not satisfied with your Goods, We would ask you to identify this as soon as possible. We may ask you to return the Goods to Us for Our inspection. Wine is perishable and despite the fact that we purchase wine and store it in optimal condition it may nevertheless, for reasons outside of our control, be corked. In which case the provisions of this clause relating to returning faulty Goods do not apply.
6. PROVIDING SERVICES
6.1 We will supply the Services to you in accordance with the timescales identified in the Order or to their completion.
6.2 The Services include:
(a) managing all the warehousing of your Goods;
(b) offering insurance as covered by the insurance of the warehouse and Our insurance;
(c) organising the transportation to your nominated warehouse as mentioned on your Order;
(d) offering a reliable market value of your Goods on a monthly basis if warehousing Services are paid;
(e) sending you the warehouse receipt and all documentation indicating your Goods are at the warehouse;
(f) managing pro-actively your portfolio if indicated by you.
6.3 We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 10 for Our responsibilities when an Event Outside Our Control happens.
6.4 We may have to suspend the Services if We have to deal with technical problems, or to make improvements agreed between you and Us in writing to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 6.3 but this does not affect your obligation to pay for any invoices We have already sent you.
6.5 If you do not pay Us for the Services when you are supposed to, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under clause 8.11). We will contact you to tell you this. This does not affect Our right to charge you interest under clause 8.10.
6.6 If you wish to sell your Goods in the future, We may be able to assist in direct purchase from you or facilitating as a broker with a purchasing third party.
6.7 You confirm our authority to act as your agent in managing all warehousing and delivery Services.
7. IF THERE IS A PROBLEM WITH THE SERVICES
7.1 In the unlikely event that there is any defect with the Services, please contact Us and tell Us as soon as reasonably possible and please give Us a reasonable opportunity to remedy. You will not have to pay for Us to remedy a defect with the Services under this clause 7.1.
7.2 As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials We use are faulty or not as described. Nothing in these Terms will affect these legal rights.
8. PRICE AND PAYMENT
8.1 The price of the Goods and/or the Services will be set out in the Order.
8.2 Unless otherwise provided under clause 8.3, Our prices exclude VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that you pay, unless you have already paid for the Goods and/or Services in full before the change in the rate of VAT takes effect.
8.3 Where requirements are met and confirmed by Us, the price of the Goods may qualify to be exclusive of VAT whilst the Goods are held in warehouse. However, if you request delivery from warehouse, you will become liable to pay Us VAT and Duty at the prevailing rate.
8.4 The prices for the Goods exclude delivery costs, which will be added to the total amount due.
8.5 We accept payment by bank transfer, which is the required method of payment for all Goods unless otherwise specified. Credit and debit card payments are only accepted for purchases made through our online e-shop.
8.6 Unless otherwise agreed in writing:
(a) For private (B2C) clients, payment for Goods is due within 14 calendar days from the date of the invoice.
(b) For trade (B2B) clients, a 30% non-refundable deposit is required upon confirmation of the order. The remaining 70% balance is due:
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- (i) Prior to collection or delivery of the Goods,
- or (ii) Within 30 calendar days of the invoice date, provided this arrangement is pre-approved in writing by the Account Manager and/or Cru Wine finance department.
8.7 Any variation to these payment terms must be confirmed in writing in advance. We reserve the right to withhold release or delivery of any Goods until payment has been received in accordance with these terms.
8.8 Where We are providing Services to you (such as storage, portfolio management, or brokerage), We will invoice you in accordance with the terms stated in your Order or, if no terms are stated, at any time after We have commenced performance of the Services. Unless otherwise agreed in writing, you must pay each invoice for Services in cleared funds within 14 calendar days of the invoice date.
8.9 In the event that you would like Us to sell your Goods, we will charge a selling fee as outlined on our website at https://cru-wine.com/services/storage/.
8.10 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 8% a year above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount. We also reserve the right to raise admin & late payment fees of £99 ex. VAT per month, if We need to keep chasing and sending you reminders of your overdue amounts.
8.11 However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute it, clause 8.10 will not apply for the period of the dispute.
9. OUR LIABILITY TO YOU
9.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and Us at the time we entered into this contract.
9.2 We only supply the Goods and/or Services for personal and private use. You agree not to use the Goods and/or Services for any commercial or business purpose, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9.3 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
10. EVENTS OUTSIDE OUR CONTROL
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
10.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster, or failure of public or private telecommunications networks.
10.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our delivery of Goods to you, We will arrange a new delivery date with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
10.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Goods and/or Services. Please see your cancellation rights under clause 11. We will only cancel the contract if the Event Outside Our Control continues for longer than 10 weeks in accordance with Our cancellation rights in clause 11.
11. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND
11.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the Goods replaced or a service re-performed or to get some or all of your money back), see clause 14;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 11.2;
(c) If you have just changed your mind about the Goods/Services, see clause 11.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any Goods;
(d) In all other cases (if we are not at fault and there is no right to change your mind), see clause 11.5
11.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any Goods which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the Goods or these terms which you do not agree to;
(b) we have told you about an error in the price or description of the Goods you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the Goods/Services may be significantly delayed because of Events Outside our Control;
(d) we have suspended supply of the Goods/Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than one month; or
(e) you have a legal right to end the contract because of something we have done wrong.
11.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most Goods bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
11.4 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered.
(a) Have you bought Goods? if so, you have 14 days after the day you (or someone you nominate) receives the Goods, unless:
(i) Your Goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
(ii) the Goods have been altered or damaged in any way.
(b) Have you bought Services? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the Services you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
11.5 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 11.1), you can still end the contract before it is completed. A contract for Goods is completed when the Goods are delivered. A contract for Services is completed when we have finished providing the services and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will not end until 1 calendar month after the day on which you contact us.
12. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
12.1 Tell us you want to end the contract. To end the contract with us, please let us know by Phone or email. Call customer services on (+44) 203 925 4526 or email us at customerservice@cru-wine.com Please provide your name, home address, details of the order and, where available, your phone number and email address.
12.2 Returning Goods after ending the contract. If you end the contract for any reason after Goods have been dispatched to you or you have received them, you must return them to us by a reputable secure courier or allow us to collect them from you. Please call customer services on (+44) 203 925 4526 or email us at customerservice@cru-wine.com for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
12.3 When we will pay the costs of return.
We will pay the costs of return:
(a) if the Goods are faulty or misdescribed;
(b) if you are ending the contract because we have told you of an upcoming change to the Goods or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or
(c) In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
12.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the Goods from you, we will charge you the direct cost to us of collection.
12.5 How we will refund you. We will refund you the price you paid for the Goods including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
12.6 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by your handling them in a way which would not be permitted in our warehouse. If we refund you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a Goods within 3-5 days at one cost but you choose to have the Goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
(c) Where we are providing a Service, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
12.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind, then:
(a) If we have not offered to collect the Goods, your refund will be made within 14 days from the day on which we receive the Goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the Goods back to us.
(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
13. OUR RIGHTS TO END THE CONTRACT
13.1 We may end the contract if you break it. We may end the contract for Goods/Services at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Goods, for example, delivery address;
(c) you do not, within a reasonable time, allow us to deliver the Goods to you or collect them from us;
13.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 13.1 we will refund any money you have paid in advance for Goods/Services, we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
14. IF THERE IS A PROBLEM WITH THE GOODS
14.1 How to tell us about problems. If you have any questions or complaints about the Goods, please contact us. You can telephone our customer service team on (+44) 203 925 4526 or email us at customerservice@cru-wine.com
14.2 Summary of your legal rights. We are under a legal duty to supply Goods/Services that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the Goods/Services. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
In respect of the Goods the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Goods your legal rights entitle you to the following:
a) Up to 30 days: if your goods are faulty, (please note that this does not apply to wine that is corked) then you can get an immediate refund.
b) Up to six months: if your goods can’t be replaced, then you’re entitled to a full refund, in most cases.
In respect of your Services the Consumer Rights Act 2015 says:
a) You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
b) If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
c) If you haven’t agreed a time beforehand, it must be carried out within a reasonable time.
See also Exercising your right to change your mind (Consumer Contracts Regulations 2013).
14.3 Your obligation to return rejected Goods. If you wish to exercise your legal rights to reject Goods you must return them to us by a reputable secure courier or allow us to collect them from you. We will pay the costs of collection call customer services on (+44) 203 925 4526 or email us at customerservice@cru-wine.com.
15. INFORMATION ABOUT US AND HOW TO CONTACT US
15.1 We are a company registered in England and Wales. Our company registration number is 085779498 and Our registered office is 75 Grosvenor Street, London, W1K 3JS, United Kingdom. Our registered VAT number is 180 5471 11.
15.2 If you have any questions or if you have any complaints, please contact Us. You can contact Us by telephoning customer services on (+44) 203 925 4526 or email us at customerservice@cru-wine.com
15.3 If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract), you can send this to Us by e-mail, by hand, or by pre-paid post to Cru Wine Limited at 75 Grosvenor Street, London, W1K 3JS, United Kingdom and/or info@cru-wine.com. We will confirm receipt of this by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address you provide to Us in the Order.
16. HOW WE MAY USE YOUR PERSONAL INFORMATION
16.1 We will use the personal information you provide to Us to:
(a) provide the Goods and/or Services;
(b) process your payment for such Goods and/or Services; and
(c) inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.
16.2 You agree that We may pass your personal information to our suppliers and contractors to facilitate our delivery of the Goods and/or Services to you. We will not give your personal data to any other third party.
17. OPERATION OF STORAGE AND BROKERAGE
17.1 You may lay the following Goods bought from us down in storage:
(a) a full case of a single wine;
(b) a case made up of a mix of products selected by you, subject to an additional charge (see clause 21 below);
(c) a pre-mixed case offered by us as a mixed case; or
(d) individual bottles.
17.2 You may also lay down wine that you own not purchased from us pursuant to clause 18.
17.3 We will store your wine at the relevant site physically separated from our own stock and identified as your property and always maintain a separate record of your holding.
17.4 We shall be entitled to sub-contract the warehousing of your wine to any third party warehousing service provider of our choice, and may in our sole discretion determine at which site your wine shall be held from time to time.
17.5 You may inspect your wine at any site at which it is currently held at any time during normal business hours by prior arrangement. Please contact us if you would like to make an appointment for this purpose.
18. STORAGE OF YOUR OWN WINE
18.1 Should you wish to request that we store any wine which you have not bought from us, you must first advise us in writing and list the wines and the quantity of each wine.
18.2 Any such wine is warranted by you to be your property and must be clearly identified as such.
18.3 We will confirm the site to which the wines should be delivered.
18.4 On the arrival of the wine at the designated site, and before we accept any of it for storage:
(a) we may at our discretion arrange for each individual case to be opened and for its contents to be checked;
(b) we will advise you in writing if any wine received is not as described by you, or is missing, damaged or in unsatisfactory condition, and if for any reason we decline to accept any wine for storage;
(c) we will also invoice you for our charges for receiving, handling and verifying your wine, in accordance with our current tariff or as otherwise agreed.
18.5 You must check the schedule and any photographs for accuracy and notify any discrepancies to us as soon as possible. Unless otherwise agreed in writing, the schedule and any photographs shall be conclusive evidence of the description and quantity of any wine we accept for storage.
18.6 It will be your responsibility to arrange the uplift and removal from the relevant site of any wine we decline to accept for storage.
18.7 You will indemnify us and keep us indemnified at all times in respect of any third party claim to or in respect of any of your wine, and in respect of any legal or other costs, losses or liabilities we may suffer:
(a) as a result of accepting the transfer of any of your wine into our storage; or
(b) in respect of any wine of yours delivered to us with a view to storage which we decline to accept.
18.8 By accepting any of your wine for storage we do not give you any warranty or make any representation to you, except:
(a) that the wine appears to be as described by you. We cannot and do not give any warranty as to the nature or condition of the contents of any individual bottle.
18.9 We shall owe you no duty or obligation:
(a) to inform or advise you of any matter concerning the condition or contents of any case of your wine accepted for storage, except as detailed in clause 24.5; or
(b) to carry out or suggest any tests in order to authenticate the contents of any individual case or bottle.
18.10 Our only obligations in respect of your own wine that we store shall, subject to the limitations of liability set out in clause 28, be as set out in clause 19 below.
18.11 Insurance of your wine shall be dealt with in accordance with clause 20 below.
19. OUR OBLIGATIONS IN RESPECT OF YOUR STORED WINE
19.1 Subject to the limitations of liability set out in clause 28, our obligations in respect of your wine are:
(a) to take all reasonable care to keep it safely and in optimum conditions; and
(b) to perform all the other obligations that we expressly undertake as set out in this agreement.
20. INSURANCE OF YOUR WINE
20.1 Your wine will be insured on an “All Risks” basis while it is held by us.
20.2 In the unlikely event of the total loss of any of your wine we will aim to replace that wine. If that is not possible, we will reimburse its fair market value at the date of such loss. Unless otherwise agreed, such market value shall be as certified by an independent fine wine price index as we determine.
20.3 Loss of any of your wine in these circumstances shall, if it is not replaced, be treated as a withdrawal of that wine for the purpose of calculating Our storage charges under clause 21.
21. STORAGE CHARGES
21.1 Our current charges for wine storage and handling, and insurance, shall be as published on our website or notified to you in advance in writing in and are payable monthly in advance.
21.2 Invoices will be issued as per clause 8.6, at the rate(s) current at the invoice date.
21.3 By paying our invoice as above you agree that all wine we hold for you for the time being will be held on and subject to the terms of this contract as varied by us from time to time by notice to you.
21.4 Where we have your authority to charge amounts payable by you from time to time to a debit or credit card, we shall be entitled to charge any amount due from you under any provision of these Terms to any such card, in accordance with the terms of such authority.
22. SELLING YOUR WINES AND PRO-ACTIVELY MANAGING YOUR ACCOUNT
22.1 Where you have indicated your wish to have us actively managing your account, we may use some of your funds invested with us to re-invest into new wines.
22.2 If you inform us that you would like to sell any of your wine, we may (but shall not be obliged to) either:
(a) offer to buy some or all it from you, in which case clauses 22.3 to 22.5 below shall apply; or
(b) agree to offer some or all of it for sale on your behalf, in which case clauses 22.6 to 22.10 below shall apply.
If we offer to buy your Wine
22.3 If we wish to buy some or all of your wine we will confirm our offer to you in writing. Our offer will detail the price we are willing to pay, any VAT or duty that may be payable, and any other applicable conditions of purchase.
22.4 If you wish to accept our offer, then once we have received your confirmation in writing a contract will be formed between us for the sale of the relevant wine. Title to the wine in question will then pass to us and we may withdraw it from your portfolio.
22.5 We will confirm completion of the sale to you in writing within 7 working days.
Within 30 days after the formation of a sale contract under clause 22.4 above we will:
(a) transfer the agreed net price to you by crediting it to your client account with us; or
(b) where you have requested us to do so, pay the agreed net price to you after deducting any amounts owed to us by you, and, in either case, after the end of the month in which the sale took place supply a statement of your account updated to that month end.
If we agree to offer your wine for sale on your behalf
22.6 If we agree to offer some or all of your portfolio wine for sale on your behalf, we will in writing:
(a) confirm our willingness to do so;
(b) detail our proposed commission, any VAT or duty that may be payable, and any other applicable conditions.
22.7 Once you have provided such confirmation in writing, we may offer the wine for sale by such methods and/or sales channels as we think appropriate and at a price we think appropriate. We use every reasonable endeavour not to ever sell wine for less than -5% of the market price. You may instruct us in writing not to continue offering the wine for sale at any time, provided that we have not already received written acceptance from a buyer of an offer made by us in respect of some or all of the relevant wine.
22.8 If and when we receive such written acceptance from a buyer, then:
(a) a contract between us and the buyer will thereupon be formed for the sale of the relevant Wine at the price at which we offered it;
(b) a contract for the sale of that wine by you to us at that price less our agreed commission will also thereupon be formed; and
(c) title to that wine will pass to us and we may withdraw it from your portfolio.
22.9 We will confirm formation of any such sale contracts to you in writing within 10 days.
22.10 Within 30 days, following month end, after any such sale contracts are formed, we will:
(a) transfer the agreed net price to you by crediting it to your client account with us; or
(b) where you have requested us to do so, pay the agreed net price to you after deducting any amounts owed to us by you, and, in either case, after the end of the month in which the sale took place supply a statement of your account updated to that month end.
23. OUR RIGHT OF RETENTION
23.1 We reserve the right to decline to release wines held on your account if and for so long as any amount due to us, however incurred, is outstanding on your account.
23.2 In any such case you will remain fully liable for storage charges until you have cleared your account and we are able to release the wine to you.
24. RIGHT TO SELL WINE HELD ON BEHALF OF A CLIENT
24.1 In the event that any invoices remain unpaid thirty (30) days after their due date, and after providing you with ten (10) days’ written notice of such default, We reserve the right to sell any Goods held on your behalf to cover the amount outstanding. This sale may be executed at a price We deem reasonable under the circumstances, and proceeds will be applied first to settle any costs associated with the sale, then to the unpaid invoices.
24.2 We will account to you for any surplus proceeds in excess of the outstanding balance within thirty (30) days of the sale.
24.3 If the proceeds from the sale of your Goods do not cover the full amount owed, you remain liable for any remaining balance.
25. TERMINATION OF STORAGE CONTRACT
25.1 This Contract shall automatically come to an end when we no longer hold any wine on your behalf.
25.2 If contact between us has ceased then, after taking reasonable steps to trace or communicate with you, we shall have the right to terminate this contract by giving you notice stating the proposed termination date, which will be not less than one month after the date of the notice.
25.3 We may terminate this contract and require you to withdraw your wine at any time by giving you notice as follows:
(a) immediately if you have committed a serious breach of any obligation owed to us under any contract between us, or any serious unlawful act which we consider has caused or will cause us loss or damage;
(b) immediately if you become insolvent or subject to any criminal investigation, charge or conviction involving dishonesty; or
(c) in any other case, and without having to give any reason, by giving you at least one month’s notice.
25.4 We may combine with any notice of termination of this contract under clause 24.3 a notice of our intention to sell any of your portfolio wine held on your behalf if you fail to arrange for its withdrawal within three months after the date of such notice. In any such case we shall then have the right, without further notice to you and as soon as is practicable after the end of the three-month period, to sell all such wine at no less than 5% less than the market value then pertaining. When the wine has been sold, we shall be liable to account to you for the net proceeds of sale after deduction of all sums owing to us, including our further charges up to and including the date of sale and any other costs of or in connection with the sale.
25.5 For the avoidance of any doubt, we shall owe you no duty:
(a) to incur any unreasonable expense or take any unreasonable step in order to trace or communicate with you;
(b) to sell any wine before it begins to approach the end of its drinking life and/or decline in value for any other reason; or
(c) to pay interest on any unclaimed balance on your account.
25.6 You will remain fully liable for storage and other charges until your wine is withdrawn or sold following any such termination.
26. CONTRACT PERSONAL TO YOU
26.1 Irrespective of whether you have bought any wine for a third party, or you agree to transfer its beneficial ownership to a third party, and whether or not we have been informed of this, this Contract will be personal to you. You may not assign the benefit of this Contract in whole or in part without our consent in writing. You alone will be responsible for all charges and amounts payable and for providing all instructions in relation to your storage and wine.
27. SALE OR TRANSFER OF WINE
27.1 The sale or transfer of any wine to a third party may take place by special arrangement. Please contact us if you would like to arrange this.
28. INDEMNITY
28.1 You agree to indemnify us on demand in respect of all and any liabilities, losses, expenses and/or costs arising from:
(a) any claim of any nature whatsoever made by any third party as a result of our performing our obligations and/or exercising our rights under this Contract; or
(b) any breach by you of any term of this Contract.
29. LIMITATIONS ON LIABILITY
29.1 while we will take all reasonable care to ensure that your wine is at all times carefully handled and stored in the optimum conditions, we shall have no liability to you for any ullage or deterioration that may occur over time through natural processes to which all wines, corks, bottles and/or packaging may be susceptible, however carefully handled and stored;
29.2 while we shall always be happy to give our opinion, on request, as to the condition, saleability and/or drinkability of any of your wine, we shall have no liability to you for any such opinion. We are not authorised to give financial or investment advice under Financial Services legislation, or regulated under such legislation;
29.3 our maximum liability to you for any breach of Contract or negligence on our part in relation to any of your wine resulting in its total loss shall be limited to its fair market value at the date of the relevant loss;
29.4 we shall have no liability to you for any fault or deterioration in any of your wine bought from us which arises, after its delivery to you, as a result of fair wear and tear, wilful damage, accident, negligence by you or any third party, or from your handling or storing the wine inappropriately.
30. OTHER IMPORTANT TERMS
30.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
30.2 You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.
30.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms.
30.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
30.5 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
30.6 These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts.
