Terms and Conditions

Terms and Conditions of Storage

Definitions

1. The following terms used in these Terms and Conditions will have the meanings described here:

Cask(s): any portable container into which spirits are filled.

CPHI: the Consumer Price Index including Owner Occupier Housing costs, as a measure of inflation.

Delivery Order: any document which is evidence that ownership of goods is to be transferred either to you, or from you to another party. Dates and specific details of items must be provided to avoid confusion. Contact details of both parties must also be included.

Goods: all spirits or other alcohol beverages belonging to You which are stored on Our premises. This will also include dry goods such as bottles and packaging. In this document, Goods may apply to such items as We are selling to You.

Offer: any offer from Us to sell Goods or to provide Services to You.

Price: As defined under the main terms and conditions upon purchase, a copy of which can be found here.

Scotch Whisky: Unique to any whisky produced by a distillery based in Scotland and under licence and authority to use the ‘whisky’ name.

Services: the warehousing, cask handling, blending, vatting, bottling and any other services provided by Us to You in respect of the Goods.

Spirits: any distillate, regardless of its state of maturity

Terms and Conditions: These terms and conditions of storage applicable to the Goods

We, Our or Us: Elite Fine Whisky and Wine Limited

Writing: communication by either post or email. If communicating by post, service of any such correspondence shall be deemed received the following working day from when it was posted by first class post or within three working days is posted by second class post.

You or Your: the person, company or corporate body to whom We are supplying the Services.

Each provision of these Terms and Conditions may be separately applicable. Should any provision be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected.

Application of these Terms and Conditions

1. These Terms and Conditions will apply to the provision of Goods and/or Services by Us to You, unless we have specifically agreed in Writing that they will not apply.
2. This agreement commences on the Commencement Date and continues, unless terminated earlier in accordance with the general terms and conditions where the Commencement Date is defined.
3. These Terms and Conditions will override, other terms and conditions contained within any purchase order or document created by anyone other than Us, to the extent that they are separate or in conflict.
4. You will be deemed to have accepted these Terms and Conditions upon depositing Your Goods with Us either directly or through transfer of ownership from another party.
5. We warrant that on an ongoing basis that we have the right to use the Warehouse for the purposes of storing the whisky.
6. You acknowledge that You have read and agree to these Terms and Conditions

Specifications

1. The quantity, description of and specification for the Goods shall be set out in any offer issued by Us.
2. We reserve the right to make changes to the Goods which are required to conform with any regulatory or legal requirements and obligations.
3. If, while stored at our premises, You instruct us to perform any process on the Goods, You will indemnify Us against all costs and expenses incurred by Us in connection with any claim for infringement of intellectual property or other rights of other person which results from Our application of such process. We will endeavour to help and advise based on our experience within the industry, but We are not legal experts, and Our advice should only be used as guidance for You to research the correct legal information. We always recommend that independent legal advice is sought if you are not sure of any of the terms and conditions contained herein.
4. We cannot be held responsible for the condition of empty Casks arriving from third party sources. Should they be damaged or unsuitable, we will use reasonable endeavours to ensure that this is corrected under relevant insurance cover, but limit Our responsibility to the price of the cask replacement as a like for like product. We shall not be responsible for any consequential or subsequent loss to the perceived or aggregated value of the Goods. Casks delivered by You may not be filled immediately, so should arrive with Your name and contact details attached to each individual Cask in the consignment. Empty Casks will be stored outside, and We will not accept any responsibility for their loss or theft. Empty casks have specific requirements if they are to be permitted for use for Scotch Whisky. If You are providing empty casks, You must be able to satisfy Us that such casks are made from Oak, have a capacity of less than 700 litres and have not contained any liquid in the past which was produced using a stone fruit (no casks which have contained gin or beer that were produced with cherries for example). No toxic substances such as glue shall have been used anywhere on or within the cask. Casks will be emptied of any residual liquid by Us prior to filling.
5. We reserve the right to refuse to fill any Casks which we consider unfit for filling or should Your Casks require repair, do this or transfer the liquid into an alternative Cask should repair not be practical. You will be held liable for any repair or replacement.
6. We will not be liable for any loss or damage suffered by You as a result of Us filling any defective Cask supplied by You or purchased for You by Us. While We endeavour to monitor Casks for leakage, it is not possible to always detect leakage in time and We will not be held liable for leakage occurring within our warehouse.

Provision of Services

1. Services will be provided entirely at Your risk, unless performed as a condition of purchase of a Cask from Us by You.
2. Unless otherwise agreed in Writing, We will continue to provide Services until You or We elect to stop in accordance with these Terms and Conditions.
3. We will be entitled to require You, and you will be bound, to remove Goods from Our premises for any reason that We decide. We will endeavour to give you at least 28 days’ notice in Writing of this requirement.
4. We may refuse to accept your Goods and/or perform Services on them if they are not in good condition or suitable for the application of such Services.
5. Each party may replace Your main contact from time to time where reasonably necessary in the interests of its business.

Liability

1. Subject always to paragraph 5.3., neither Us not any of Our subcontractors, agents, or employees, nor any other person for whom We are responsible will be liable in any way, to any extent, or under any circumstances whatsoever to You or any other person for any deficiency, loss (including indirect or consequential loss), mis delivery, damage, destruction, injury, delay or detention of or to or in connection with the Goods or Services arising in any manner or at any time or from any cause whatsoever, including (in particular but without prejudice to following) fire or theft, any act, neglect, omission, default, error or misconduct on Our part or any such sub-contractor, agent, servant or other person as aforesaid, or the unfitness or breakdown of premises, plant, machinery or equipment.
2. Subject always to paragraph 5.3, our total liability, if any, to You for any loss (including indirect or consequential loss), damage, destruction, injury, delay or detention of or to or in connection with the Goods arising in any manner or at any time or from any cause whatsoever, including (in particular but without prejudice to following) fire or theft, any act, neglect, omission, default, error or misconduct on Our part or any such sub-contractor, agent, servant or other person as aforesaid, or the unfitness or breakdown of premises, plant, machinery or equipment will be limited to the purchase price for the Services.
3. The foregoing paragraphs 5.1 and 5.2 will not limit Our liability for death or personal injury resulting from Our breach of duty or that of Our subcontractor, agent or servant.

Price

1. The price You pay Us for the Goods and Services will be as set out in Our Offer to You, or as otherwise notified to You from time to time.
2. Price shall be exclusive of Value Added Tax (which will be charged at the applicable rate where appropriate) and/or other taxes duties or other charges.
3. We shall endeavour to give You one month’s notice in Writing of any variation in Price.
4. We reserve the right to vary the Price to take account of any changes in taxation or duties, or any other matter related to the production of the Goods which may have occurred between the date of agreement in Price and date of delivery of the Goods. If we exercise that right, We will give notice in Writing of the variation in Price to You and this amount shall be payable by You unless the order is cancelled by You upon notification of the variation.

Terms of Payment

1. Unless otherwise agreed in Writing, We will invoice You once annually in arrears in respect of the fees for warehousing provided in the immediately preceding year.
2. Services other than warehousing shall be invoiced immediately after their provision, or in advance where a purchase is required by Us in order to carry out that Service.
3. If you remove any of the Goods from Our premises, We will invoice You on the date of removal for Services provided in respect of those Goods from the date of the last invoice until the date of removal.
4. You will pay us the Price indicated on the invoice within the period indicated on the invoice.
5. If You fail to make a payment on or before the due date, We will have the right to charge interest (which will accrue from day to day) on all sums which at any time have become overdue for payment, from the time they become due until the time that such sums have been paid to Us in full, at 2% above the base lending rate at that time of Santander plc.
6. We may appropriate any payment made by You to any invoice created by Us to You, as we see fit, notwithstanding any purported appropriation by You.

Delivery and Collection

1. Delivery of the Goods will be ex Our warehouse unless otherwise listed on an invoice.
2. Any dates quoted for delivery of the Goods to You are approximate and We shall not be held liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless We have previously agreed in Writing. We may deliver the Goods in advance of the quoted delivery date on giving you reasonable notice. You shall be bound to pay for any excess Goods if We deliver more than 10% more of the Goods than agreed to be supplied. If the excess if not paid for, then these goods can be returned to Us.
3. Where Goods are purchased by You from Us, details of the purchase will be evidenced by a combination of both the invoice and proof of receipt of payment into our bank. Goods remain the property of Us until payment is received.
4. We require 14 days’ notice in Writing from You to make Goods available to You at Our premises. This is the minimum time required but may be extended at our discretion depending on the volume of stock to removed.
5. Where You ask Us to do so, We may, at Our discretion, arrange carriage of the Goods to and from Our premises provided that;
  1. We will not be liable for any loss or destruction of or damage to the Goods, sustained during carriage to and from Our premises; and
  2. Carriage will be arranged solely at Your risk and cost.
6. Where Goods are removed from Our premises in any container other than Casks, and the Casks used during maturation are Your property, You will remove such Casks from Our premises.
7. Any of Your Casks remaining on Our premises after the date of removal of the Goods will be entirely at Your risk and We will have no liability to You in respect of their security or condition.

Risk

1. Where you collect Goods from Us, risk in the Goods will pass to You upon notification by Us that the Goods are ready for collection. If Goods are not collected within 14 days of the date of notification, We shall be entitled to charge you and You shall pay Us for the costs of storing the Goods until physical possession of the Goods is taken by You. The Goods shall remain at the Our risk until their delivery into the possession of any of:

(a) You or Your carrier, agent or logistics provider.

(b) Your customer or its customer’s carrier, agent or logistics provider, in each case as evidenced by written receipt.

You will, unless otherwise agreed in Writing by Us, be responsible for insuring Your Goods. Any damage to or loss or destruction of the Goods at Your risk will not affect Your obligation to pay Us the Price.
Where agreed by both parties, insurance may be provided by Us at our current Price rate. It is Your responsibility to regularly enquire about the value that each Cask is insured for and update this value as required by You. We will not provide insurance for any cask in our warehouse valued at more than £10,000.

Reservation of Title and Lien

1. Notwithstanding that the Goods may be in Your possession, or the passing of risk upon delivery, property in and title to the Goods will remain with Us and will pass to You only when We have received payment in full from You of the Price for the Goods.
2. We will have a lien on the Goods for any debts, claims and liabilities for which the person to whose order or in whose name the Goods are in Our premises from time to time may be liable to Us, whether the same are due or to become due when the lien is insisted on.
3. On default by You in meeting any such debt, claim or liability on its due date We may at any time thereafter sell the Goods in the manner and at the price We think fit and without previous notice to You and We may apply the proceeds of the sale towards or meet all debts and liabilities and claims due and to become due by You to Us.
4. We need not recognise any notice of trust, charge, lien, or right of a third party affecting the Goods and may treat the person or persons in whose name the Goods are sold or transferred as the sole owner or owners of the Goods.

Transfer of Ownership

1. We will not be bound to recognise any transfer of the Goods by You, nor be bound to deliver the Goods either to the original purchaser or to anyone claiming right through him, in any case where lien for rent charges or special lien exists.
2. Title in the Goods will in no case pass to a third party until:
  1. a Delivery Order has been received and acknowledged by Us; and
  2. the third party has satisfied Us that it holds the necessary certification under the UK’s Warehouse keepers and Owners of Warehoused Goods Regulations. It should be noted that HMRC regulations require Us to be notified in advance of any sale. We reserve the right to refuse to permit any owner to own additional goods Under Bond in our warehouse, even if they hold an existing account.
3. Upon a transfer of Goods being acknowledged by Us, on the usual form, the Goods will cease to be subject to lien in respect of any claim against the transferor, but will be subject to the whole of these Terms and Conditions as against the transferee.
4. Furthermore, and in any event, We will not be bound to recognise any change in ownership of the Goods unless or until the transferee of the Goods has either taken physical delivery of the Goods from Us or will enter in a contract for the provision of Services by Us in respect of such Goods.
5. You will remain liable to pay the Price if it is not paid at the time the transfer of the Goods is recognised by Us.
6. Notwithstanding the foregoing, We will not be bound to provide Services in respect of any Goods about which You notify Us that ownership has been transferred from You. We may call upon You to uplift such Goods and You will be bound to do so within with time limit specified by Us, which will be no less than seven days.

Termination

1. We may terminate the Contract or the provision of Services immediately at any time by serving notice on You to that effect if:
  1. You have a liquidator, receiver, administrator or administrative receiver appointed over the whole or any part of Your assets (other than for the sole purpose of a reorganisation) or;
  2. You are unable to pay Your debts as they fall due.
  3. We are no longer willing or able to provide services to You.
2. We may increase the Charges on an annual basis with effect from each anniversary of the date of this agreement in line with the percentage increase in the CPIH in the preceding 12-month period, and the first such increase shall take effect on the first anniversary of the date of this agreement.
3. You may terminate this Contract by giving Us one calendar month’s notice to that effect to allow time to remove your product.

General Charges for Storage

Distribution to third party (your clients) (packing lists to be provided by customer)	£5 per case week, per pallet.
Storage of pallets of packaging	£2.50 per week, per pallet

Storage of pallets of bottled stock	£2.50 per week, per pallet
Putting bottles into gift boxes/gift wrap	£0.25 per bottle
Bottle Wax Sealing (WB provide wax)	£1.50 per bottle
Caramel Colouring	£0.01 per ml plus a £20.00 fee
Black Tube & Lid for Oslo, Zadig and Standard Bottles	£1.30 plus hand label cost
Age Certificate	£20.00
Methanol Certificate	£20.00
Certificate of Origin from The Chamber of Commerce	£65.00 plus £20.00 administration charge
Health Certificate Dumfries & Galloway Council	£70.50 plus £20.00 administration charge
Certificate of Free Sale	£20.00
Production of Bottling Certificate	£20.00
Certificate of filling	£20.00
Manually apply bottle numbers to label	£0.10 per bottle
Application of export back label (supplied by customer)	£0.25 per bottle
Printing and applying export back label	£0.50 per bottle
Photographs (only charged if regularly requested)	£10.00
Shipping by Dachser extra charge for the export customs clearance.	£25.00
Arranging shipments – Arrangement fee	£15.00
Phytosanitary Certificate from The Forestry Commission. (Required for empty casks to Europe)	£26.00

Defined Terms:

In addition to the definitions in the main Terms and Conditions governing sale, these definitions should be adopted for the purpose of this document.

Associated Companies – Includes all any current or future trading and/or holding company of the Company.

[Casks] – The storage of all whisky shall be in specific containers of weight size and quality that are designed to ferment, mature and store all whisky purchased and held by the Company for or on the Customers behalf.

Customer As defined in the main terms and conditions which can be found here.

Delivery Order: As defined in the main terms and conditions which can be found here.

Cask Storage Terms and Conditions

Effective November 2024

In these terms, “the Company” refers to Elite Wine and Whisky Ltd, a company registered in England & Wales with company number 08121327.

For all defined terms, please refer to the main Terms and Conditions that can be found here.

All goods (including both empty and full casks) received for storage, stored, or otherwise handled by the Company in its warehouses, or under its control or that of its Associated Companies or their nominees, in any other warehouse, are subject to the following conditions:

Goods are accepted, stored, moved, dispatched, or otherwise dealt with entirely at the Customer’s risk. Neither the Company nor any sub-contractor, agent, or employee of the Company, nor any other party for whom the Company is responsible, shall be liable to the customer or any other person for any deficiency, loss, mis-delivery, damage, destruction, injury, deterioration, delay, or detention of or in connection with the goods, arising from any cause whatsoever (including, but not limited to, fire, theft, or negligence on the part of the Company or its agents, sub-contractors, or employees). Any such occurrence will not affect the customer’s obligation to pay rent.
Goods stored are subject to rent charges from the date of warehousing, or from the relevant date specified in the Delivery Order, at rates determined solely by the Company. Rent charges are payable on transfer, removal, or demand. The Company reserves the right to adjust rates with at least one month’s prior written notice to the customer, specifying the effective date of the revised rate.
The Company reserves the right to transfer goods between warehouses upon prior notice to the customer. Additionally, the Company may request the removal of goods by the customer at any time if deemed necessary due to leakage, space limitations, or any other reason.
The Company may carry out repairs to Casks as it deems necessary for security purposes and will charge the owner of the casks for these repairs.
The Company holds a lien on goods for any debts or liabilities owed to it by the customer. In the event of non-payment, the Company reserves the right to sell the goods at its discretion, applying the proceeds toward any outstanding debts or liabilities. The Company will treat the person named in the order or transfer as the owner of the goods and is not required to recognise any third-party claims or notices of trust, charge, or lien affecting the goods.
The Company is not obligated to acknowledge any transfer of goods or deliver them to the customer or any third party if the goods are subject to the Company’s lien. No transfer will be effective until a Delivery Order is received and acknowledged by the Company. Upon acknowledgement of a transfer, unless otherwise specified, the goods will no longer be subject to the lien in relation to claims against the transferor but will be subject to the Company’s conditions concerning the transferee.
The Company and its subsidiaries own certain registered trademarks and brand names for their products. To protect these trademarks and their reputation, any bulk spirits acquired must not be resold or otherwise disposed of in bottles or similar containers as a single whisky, nor resold or disposed of in bulk for bottling as a single whisky, without the prior written consent of the Company.
The Company may arrange transportation of the goods on behalf of the customer, but will not be liable for any loss or damage sustained during transit.
The Company reserves the right, at its sole discretion, to alter any of these storage conditions. Changes may involve variations, substitutions, deletions, or additions to the existing conditions. These changes will apply to all current and future contracts. For contracts already in place, the Company will provide at least three months’ prior written notice of the intended alterations and the date they will take effect.

Elite Wine and Whisky Ltd is registered in England & Wales with number 08121327. Registered office: 8-10 Grosvenor Gardens, London, England, SW1W 0DH

Elite Wine and Whisky- Terms and conditions for the supply of goods

CONTENTS
____________________________________________________________
CLAUSE
1. Interpretation 1
2. Basis of contract 3
3. Goods 4
4. Delivery 5
5. Quality 6
6. Title and risk 10
7. Price and payment 11
8. Limitation of liability 12
9. Termination 13
10. Force majeure 14
11. General 14

Elite Wine and Whisky- Terms and conditions for the supply of goods

The customer’s attention is drawn in particular to the provisions of 8.

1. Interpretation

1.1 Definitions:
1 Agent: the status of the Supplier to the Customer upon completion of the Order. The
Supplier shall cease to be an Agent of the Customer upon sale or removal of the Goods
from the Warehouse, at an event of default and/or upon termination of the Contract in
accordance to clause 9 and/or the completion of a Purchase Order Form.
2 Agreement: the contract between the Supplier and the Customer for the sale and
purchase of the Goods in accordance with these Conditions.
3 Angels Share: an approximation of whisky in Casks that is lost over a period to
evaporation. The Supplier estimates this to be at 1% of the Cask for every year it is
stored.
4 Bottled Whisky: The number of bottles of whisky that are achievable from the Cask at
the completion of the term, or termination of the Order in accordance with this
agreement, including but not limited to the Purchase Order Form and termination at
clause 9.
5 Business Day: a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
6 Casks: whisky casks, as specified in the Order. These fall in one four categories,
namely, quarter cask, barrel, hogshead and butt.
7 Cask Number: a unique reference number given to the Supplier by the Manufacturer
that is linked to the Cask, in which the Goods are stored.
8 Certificate of Ownership is a certificate provided to the Customer upon delivery of the
Order that states the Cask Number, the Customers name, Customers address and
individual account code.
9 Conditions: the terms and conditions set out in this document as amended from time to
time in accordance with 11.4.
10 Customer: the person or firm who purchases the Goods from the Supplier.
11 Delivery Location: has the meaning given in 4.2.
12 Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable
control, including but not limited to a declaration of a pandemic.
13 Good(s): Is the whisky (or any part of it) as set out in the Order.
14 HMRC: Her Majesty’s Revenue and Customs
15 Manufacturer: the producer and source of the Goods
16 Order: the Customer’s order for the Goods, as set out in the Customer’s Agreement.
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17 Purchase Order Form: The mandatory form for the release of the Goods to the
Customer via bottling of whisky in the Cask or how so ever specified, upon completion of
the Order term and agreed between the Customer and Supplier.
18 Personal Account: each Customer Order shall be allocated an account number that
shall contain all Goods in the name of the Supplier held on trust by the Supplier for the
Customer.
19 Specification: any specification for the Goods, including any related plans and
drawings, that is agreed in writing by the Customer and the Supplier.
20 Supplier: Elite Wine and Whisky Limited (registered in England and Wales with
company number 08121327).
21 Warehouse: the Manufacturer’s HMRC regulated storage facility, where Casks are
stored using equipment suitable for the storage of the Goods
22 Website: www.elitewineandwhisky.com and its linked pages
23 WOWGR: Warehouse Keepers and Owners of Warehoused Goods Regulations
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether
or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and
permitted assigns.
(a) A reference to legislation or a legislative provision is a reference to it as
amended or re-enacted. A reference to legislation or a legislative provision
includes all subordinate legislation made under that legislation or legislative
provision.
(b) Any words following the terms including, include, in particular, for example
or any similar expression shall be construed as illustrative and shall not limit the
sense of the words, description, definition, phrase or term preceding those
terms.
(c) A reference to writing or written includes fax and email.
2. Basis of contract
2.1 These Conditions apply to the Agreement to the exclusion of any other terms that
the Customer seeks to impose or incorporate, or which are implied by law, trade
custom, practice or course of dealing.
2.2 The Supplier in accordance with HMRC “Excise 196” is a “revenue trader” and has
the authority to buy and sell the Goods in bond.
2.3 The Order constitutes an offer by the Customer to purchase the Goods in
accordance with these Conditions. The Customer is responsible for ensuring that
the terms of the Order and any applicable Specification are complete and
accurate.
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2.4 An Order can be placed by telephone and other means of oral communication as
finalised and accepted by the Supplier. The Agreement shall be populated by the
Supplier and shall be deemed as accepted in accordance with clause 2.6 below.
2.5 The Customer can provide a deposit to hold the Order for [fourteen days] [an
agreed period]. Any deposit paid is non-refundable.
2.6 The Order shall only be deemed to be accepted when the Supplier issues a written
acceptance of the Order, and cleared funds are received for the full Agreement, in
the nominated bank account of the Supplier, at which point the Agreement shall
come into existence.
2.7 Upon Delivery of the Goods, to the Warehouse, the Customer shall be provided
with a Certificate of Ownership that shall be the receipt of allocation for the
Goods. The Certificate of Ownership should arrive either via e-mail at the
nominated address of the Customer or otherwise by post within seven working
days.
2.8 The Customer waives any right it might otherwise have to rely on any term
endorsed upon, delivered with or contained in any documents of the Customer
that is inconsistent with these Conditions.
2.9 Any samples, drawings, descriptive matter or advertising produced by the
Supplier and any descriptions or illustrations contained in the Supplier’s
catalogues or brochures are produced for the sole purpose of giving an
approximate idea of the Goods referred to in them. They shall not form part of the
Agreement nor have any contractual force.
2.10 A quotation for the Goods given by the Supplier shall not constitute an offer. A
quotation shall only be valid for a period of 20 Business Days from its date of
issue.
2.11 Upon completion of the Order, the Goods will be held on trust for the Customer by
the Supplier acting as Agent for the Customer until such time as the goods are
removed from the Casks in accordance with this Agreement.
2.12 Following a Purchase Order Form being fulfilled, the Warehouse will bottle the
whisky from the Cask. The liability of the Supplier will cease once the process of
transfer of Cask to bottle takes place. Any whisky in the Cask remains the
responsibility of the Supplier. Any whisky outside of Cask will have all legal and
equitable title passed to the Customer, including all liability for the same.
2.13 At no point whilst the Goods are stored at the Warehouse will they be the
Customers Goods. The Supplier shall hold legal title of the goods. The Supplier is
the only customer of the Manufacturer. The Supplier whilst owner of the Goods
shall act as Agent for the Customer to ensure safekeeping on behalf of the
Customer until such time as the Goods are removed from the Casks and bottled
upon completion of Purchase Order Form.

3. Goods
3.1 The Goods are as described in any one of the following Suppliers publications:
(a) In the Suppliers catalogue
(b) On the Suppliers Website
(c) The Specification given by the Supplier to the Customer by telephone
(d) As per the Order
And as modified by any specification from the Supplier from time to time and notified
to the Customer in writing.
3.2 Upon Delivery it shall be the responsibility and liability of the Warehouse to ensure the
safety and storage of the Casks for and on behalf of the Supplier. All Goods shall be
insured in accordance with clause 8.1.
3.3 The total price of the Goods will not be affected by a higher or lower number of Bottled
Whisky than the estimated quantity in the Order, and the total price will be payable in full
even where there is a lower output than the estimated quantity. Equally, if the ultimate
number of Bottled Whisky the Customer receives turns out to be more than the
estimated quantity, they are the Customer’s to keep (subject to the terms of these
Conditions).
3.4 The Supplier reserves the right to amend the specification of the Goods if required by
any applicable statutory or regulatory requirement, and the Supplier shall notify the
Customer in any such event.

4. Delivery

4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that shows the
date of the Order,], the type and quantity of the Goods (including the code
number of the Goods, where applicable), ~~special storage instructions (if any)~~
and, if the Goods are being delivered by instalments, the outstanding balance of
Goods remaining to be delivered; and
(b) where Goods are to be stored in-bond, they shall be stored in a UK WOWGR
compliant bonded Warehouse. Unless otherwise specified, the Goods will be
stored at the Manufacturers bonded Warehouse. The Warehouse shall be a
recognised facility adhering and regulated by the HMRC in accordance with
WOWGR.
4.2 Once an Order has been completed, the Manufacturer shall inform the Supplier when
the Goods have been delivered to the location of its Warehouse (Delivery Location).
The supplier shall notify the Customer that the Goods are at the Delivery Location within
48 hours of receiving confirmation from the Manufacturer.
4.3 Goods can take up to 6 months to arrive dependent of the type of Goods. The Customer
shall be notified within 48 hours of the Goods arrival at the Delivery Location or
Warehouse.
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4.4 The Supplier will pay freight, carriage, insurance and other costs of delivery from the
Manufacturer to the Delivery Location.
4.5 The Supplier will arrange delivery of the Goods to be made to the Warehouse for storage
in Casks.
4.6 Delivery shall be complete when the Goods arrive at the Delivery Location and are
unloaded into Casks in the Warehouse.
4.7 Any dates quoted for delivery are approximate only, and the time of delivery is not of the
essence. The Supplier shall not be liable for any delay in delivery of the Goods that is
caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with
adequate delivery instructions or any other instructions that are relevant to the supply of
the Goods and where the Supplier has agreed to make delivery to the nominated
location.
4.8 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and
expenses incurred by the Customer in obtaining replacement goods of similar
description and quality in the cheapest market available, less the price of the Goods. The
Supplier shall have no liability for any failure to deliver the Goods to the extent that such
failure is caused by a Force Majeure Event or the Customer’s failure to provide the
Supplier with adequate delivery instructions or any other instructions that are relevant to
the supply of the Goods and where the Supplier has agreed to make delivery to the
nominated location.

5. Quality, Storage and Removal in bond

Quality

5.1 The Warehouse warrants that on delivery to store the Goods on behalf of the Supplier,
for a term specified in the Order. The Goods shall be free from material defects in
design, material and workmanship, conform to the Order in description and applicable
specifications subject to the following provisions:
(a) approximately 1% of the contents of each cask will evaporate through the
wooden cask each year of the maturation period, via Angels Share;
(b) the Cask strength of the whisky is unknown to the Supplier until the whisky is
bottled;
(c) the Customer also accepts the risk that any estimated strength of the whisky
may prove to be higher or lower once bottled;
(d) the regauge litre of alcohol (“RLA”) and the counts of the Goods are provided to
the Customer as an estimate only and are not binding on the Supplier. The
Supplier is unable to guarantee and will not be liable for any loss suffered
because of a differing RLA or count of any Goods to that given by the Supplier.
Without limitation to the before mentioned, the Customer acknowledges and
agrees that if regauge is made after the sale of the Product, that Goods RLA
and counts may differ from previous information provided by the Supplier. The
Goods will only be supplied in the minimum units (or multiples) the Supplier
5
specifies. Any Order received for quantities other than these will be adjusted
accordingly; and
(e) illustrations, photographs or descriptions whether in catalogues, brochures,
price lists or other documents issued by the Supplier are intended as a guide
only and the contents shall not be binding on the Supplier and in line with clause
2.7.
5.2 Subject to use 5.3, if:
(a) the Customer gives notice in writing to the [Supplier][/][Warehouse] during the
warranty period within a reasonable time of discovery that some or all of the
Goods do not comply with the warranty set out in 5.1;
(b) the [Supplier][/][Warehouse] is given a reasonable opportunity of examining
such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the
[Supplier][/][Warehouse] [place of business] at the Customer’s cost,
the [Supplier][/][Warehouse] shall, at its option, repair or replace the defective Goods, or
refund the price of the defective Goods in full.
5.3 The [Supplier][/][Warehouse] shall not be liable for the Goods’ failure to comply with the
warranty set out in use 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in
accordance with 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or
written instructions as to the storage, commissioning, installation, use and
maintenance of the Goods or (if there are none) good trade practice regarding
the same;
(c) the defect arises as a result of the Supplier following any drawing, design or
Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the
Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal storage or working conditions; or
(f) the Goods differ from [their description OR the Specification] as a result of
changes made to ensure they comply with applicable statutory or regulatory
requirements.
5.4 Except as provided in this 5, the Supplier shall have no liability to the Customer in
respect of the Goods’ failure to comply with the warranty set out in 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest
extent permitted by law, excluded from the Agreement.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the
Supplier.

Storage

5.7 The Supplier shall store the Goods on the Customers behalf in Casks. The Cask will be
stored at the Warehouse.
5.8 The Supplier shall be responsible to pay the shipping and handling of the Goods and the
transfer of the Goods into the Customers Personal Account.
5.9 Upon delivery of the Goods to the Warehouse and placement within the Casks,
extended storage fees will be invoiced to the Customer covering the cost of bonded
storage and administration at the prevailing rates as listed in Schedule One, which the
Supplier shall have the right to revise from time to time without notice to the Customer.
Such extended storage fees shall become payable following the expiry of the Order,
specifying the hold-over time for the Goods.
5.10 All Goods are labelled in accordance with the Customers Cask Number, as generated by
the Warehouse for the Supplier. All Goods shall be logged with the Customers name,
address and individual account code.

Removal in bond

5.11 A Purchase Order Form will be completed by the Customer for the release of the Goods
from the Warehouse and for delivery at a nominated and agreed destination in the UK,
by way of:
(a) Bottled Whisky; or
(b) Cask; or
(c) any other means of delivery of the Goods to the Customer as agreed between
the Supplier and Customer on the Purchase Order Form.
5.12 The Supplier shall agree with the Customer a minimum price that the Customer will
accept as agreed on its Purchase Order Form. The Supplier will provide professional
advice as per its experience in the market and assist the Customer to sell the Goods at
the best price obtainable. No advice from the Supplier, should be relied upon by the
Customer and the Customer is advised to take independent advice to its satisfaction. On
the sale of the Customers nominated Goods; a 5% fee will be charged on the profit only,
payable to the Supplier.
5.13 If the Customer fails to take delivery of the Goods within three Business Days of the
Supplier notifying the Customer that the Goods are ready, then, except where such
failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply
with its obligations under the Agreement in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on
the third Business Day after the day on which the Supplier notified the Customer
that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place and charge the
Customer for all related costs and expenses (including insurance).
7
5.14 If ten Business Days after the day on which the Supplier notified the Customer that the
Goods were ready for delivery the Customer has not taken actual delivery of them, the
Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting
reasonable storage and selling costs, account to the Customer for any excess over the
price of the Goods or charge the Customer for any shortfall below the price of the
Goods.
5.15 If the Supplier delivers up to and including 5% more or less than the quantity of Goods
ordered the Customer may not reject them, but on receipt of notice from the Customer
that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata
adjustment to the invoice for the Goods.
5.16 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for
separately. Each instalment shall constitute a separate contract. Any delay in delivery or
defect in an instalment shall not entitle the Customer to cancel any other instalment.
Such instalments and arrangements will be identified by the Purchase Order Form.
5.17 If at any time the Goods are removed from the Warehouse whether following a further
sale or on the Customers request for the Goods to be delivered to another storage
facility, the Customer shall pay the reasonable costs for such removal.
5.18 The Supplier shall notify the Customer in advance of the costs of such removal and the
Supplier shall be entitled to remove the Goods from the Suppliers insurance policy from
the time it leaves the Warehouse.
5.19 The risk of any damage or loss to the Goods resulting from the Goods removal as
described in clause 5.16, will pass to the Customer at the time the Goods leaves the
Warehouse. The Customer will be responsible for insuring the Goods against any
damage or loss from this point unless the damage or loss results in negligence from the
Warehouse or the Supplier.
5.20 If the Goods are lost or damaged at the Warehouse, the Supplier shall pay the lower of
the replacement value or the market value of the lost or damaged Goods.
5.21 Where Goods are removed in all cases including when removed based on a completed
Purchase Order Form, such Goods will be subject to the following limitations in addition
to clause 5.1:
(a) The Customer accepts the risk that the total number of bottles that they receive
for the total price stated in the Order Form may be less or more than the
estimated quantity stated in the Order Form and will depend on several factors
including the degree of Angel’s Share;
(b) The total number of Bottled Whisky to be delivered and the Cask strength shall
be confirmed by the Supplier to the Customer on bottling

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on removal of any Goods in bond.
6.2 Title to the Goods shall not pass to the Customer until:

(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods
and any other goods that the Supplier has supplied to the Customer on the
Order; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to
the Customer at the time specified in 6.4.
6.3 Until title to the Goods have passed to the Customer, or are delivered to the Customer
before title passes, the Supplier shall:
(a) store the Goods separately from all other goods held by the Customer so that
they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating
to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all
risks for their full price from the date of delivery;
(d) notify the Customer immediately if it becomes subject to any of the events listed
in lause 9.1(b) to 9.1(d); and
(e) give the Customer such information as the Customer may reasonably require
from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Warehouse.
6.4 To the extent that the Goods are to be manufactured in accordance with a Specification
supplied by the Customer, upon completion of a Purchase Order Form, the Customer
shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses
(including any direct, indirect or consequential losses, loss of profit, loss of reputation
and all interest, penalties and legal and other professional costs and expenses) suffered
or incurred by the Supplier in connection with any claim made against the Supplier for
actual or alleged infringement of a third party’s intellectual property rights arising out of
or in connection with the Supplier’s use of the Specification. This use 6.4 shall survive
termination of the Agreement.
6.5 At any time before title to the Goods pass to the Customer, the Supplier may:
(a) by notice in writing, terminate the Customer’s right under 6.4 to resell the Goods
or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not
been resold, or irrevocably incorporated into another product and if the
Customer fails to do so promptly, enter any premises of the Customer or of any
third party where the Goods are stored in order to recover them.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted,
the price set out in the Supplier’s published price list in force as at the date of delivery.
9
7.2 The Supplier may, by giving notice to the Customer at any time up to five Business Days
before delivery, increase the price of the Goods to reflect any increase in the cost of the
Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour, materials
and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types
of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer
to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), but the Supplier
warrants that no VAT is payable on the purchase of bonded whisky as at the
time of the Agreement; and
(b) excludes the costs and charges of packaging, insurance and transport of the
Goods, which shall be invoiced to the Customer.
7.4 The Supplier may invoice the Customer for the Goods on or at any time after the
completion of delivery.
7.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 14 days of the date of the invoice and
(b) in full and in cleared funds to a bank account nominated in writing by the
Supplier, and
time for payment shall be of the essence of the Agreement.
7.6 If the Customer fails to make a payment due to the Supplier under the Agreement by the
due date, then, without limiting the Supplier’s remedies under 9, the Customer shall pay
interest on the overdue sum from the due date until payment of the overdue sum,
whether before or after judgment. Interest under this 7.6 will accrue each day at 4% a
year above the Bank of England’s base rate from time to time, but at 4% a year for any
period when that base rate is below 0%.
7.7 Payment of Insurance- reclaim money from sale of Cask if insurance cost not paid.
7.8 All payments under the Purchase Order Form as due, including all nominated charges in
clause 5.11 to 5.21 inclusive.
7.9 All amounts due under the Agreement shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of tax as
required by law).

8. Limitation of liability

8.1 The Supplier has obtained total insurance cover for all claims in respect of its own legal
liability for claims not exceeding £2,300,000. For the avoidance of doubt if multiple
individual claims are made the total amount of available funds for all claims will be
limited to £2,300,000. The limits and exclusions in this clause reflect the insurance cover
the Supplier has been able to arrange, and the Customer is responsible for making its
own arrangements for the insurance of any excess loss.
8.2 The restrictions on liability in this 8 apply to every liability arising under or in connection
with the Agreement including liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise.
8.3 Nothing in the Agreement limits any liability which cannot legally be limited, including
liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
8.4 Subject to 8.3, the Supplier’s total liability to the Customer shall not exceed £2,300,000.
8.5 Subject to 8.3, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.6 This 8 shall survive termination of the Agreement.

9. Termination

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Agreement
with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Agreement and (if
such a breach is remediable) fails to remedy that breach within 14 days of that
party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its
creditors (other than in relation to a solvent restructuring), obtaining a
moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of
its assets or ceasing to carry on business;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to
carry on all or a substantial part of its obligations under the Agreement; or
(d) the Customer’s financial position deteriorates so far as to reasonably justify the
opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the
Goods under the Order or any other contract between the Customer and the Supplier if
the Customer becomes subject to any of the events listed in 9.1(b) to 9.1(d), or the
Supplier reasonably believes that the Customer is about to become subject to any of
them, or if the Customer fails to pay any amount due under the Order on the due date for
payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Agreement
with immediate effect by giving written notice to the Customer if the Customer fails to pay
any amount due under the Agreement on the due date for payment.
9.4 On termination of the Agreement for any reason the Customer shall immediately pay to
the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect
of Goods supplied but for which no invoice has been submitted, the Supplier shall submit
an invoice, which shall be payable by the Customer immediately on receipt.
9.5 Termination or expiry of the Agreement, however arising, shall not affect any of the
parties’ rights and remedies that have accrued as at termination or expiry, including the
right to claim damages in respect of any breach of the Agreement which existed at or
before the date of termination or expiry.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or
continue in force on or after termination or expiry of the Agreement shall remain in full
force and effect.

10. Force majeure

Neither party shall be in breach of the Agreement nor liable for delay in performing, or
failure to perform, any of its obligations under the Agreement if such delay or failure
result from a Force Majeure Event. In such circumstances the affected party shall be
entitled to a reasonable extension of the time for performing such obligations. If the
period of delay or non-performance continues for three months, the party not affected
may terminate the Agreement by giving fourteen days’ written notice to the affected
party.

11. General

11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with all or any of its
rights or obligations under the Agreement.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any or all of its
rights or obligations under the Agreement without the prior written consent of
the Supplier.

11.2 Confidentiality.
(a) Each party undertakes that it shall not at any time OR at any time during the
Agreement and for a period of two years after termination or expiry of the
Agreement, disclose to any person any confidential information concerning the
business, affairs, customers, clients or suppliers of the other party, except as
permitted by 11.2(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or
advisers who need to know such information for the purposes of
exercising the party’s rights or carrying out its obligations under the
Agreement. Each party shall ensure that its employees, officers,
representatives, contractors, subcontractors or advisers to whom it
discloses the other party’s confidential information comply with this lause
11.2; and
(ii) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose
other than to exercise its rights and perform its obligations under or in
connection with the Agreement.

11.3 Entire agreement.
(a) The Agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written
or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or negligently)
that is not set out in the Agreement. Each party agrees that it shall have no
claim for innocent or negligent misrepresentation or negligent misstatement
based on any statement in the Agreement.
11.4 Variation. No variation of this Agreement shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).
11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the
Agreement or by law shall constitute a waiver of that or any other right or remedy, nor
shall it prevent or restrict the further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy.
11.6 Severance. If any provision or part-provision of the Agreement is or becomes invalid,
illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Agreement is
deemed deleted under this 11.6 the parties shall negotiate in good faith to agree a
replacement provision that, to the greatest extent possible, achieves the intended
commercial result of the original provision.

11.7 Notices.
(a) Any notice or other communication given to a party under or in connection with
the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working
day delivery service at its registered office (if a company) or its principal
place of business (in any other case);
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by next working day delivery service, at 9.00 am on the second
Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside
business hours in the place of receipt, when business hours resume. In
this 11.7(b)(iii), business hours means 9.00am to 5.00pm Monday to
Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other
documents in any legal action or, where applicable, any arbitration or other
method of dispute resolution.

11.8 Third party rights.
(a) Unless it expressly states otherwise, the Agreement does not give rise to any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term
of the Contract.

11.9 Governing law. The Agreement, and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or
formation, shall be governed by and construed in accordance with the law of England
and Wales.

11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with the Agreement or its subject
matter or formation.

11.11 Telephone Calls: All calls will be recorded for training purposes and to confirm all
Orders.

11.12 Suppliers Recommended Holding Time for Goods: Whilst every Order is individual
and the duration and term are also agreed between Supplier and Customer, the Supplier
standardizes the general length of any Goods to be held for sixty months

Schedule 1

Warehouse Rent Rates

Storage: Charge per year (charge per week)

Barrel – £37.50 (0.72 per week)

Quarter cask – £37.50 (0.72 per week)

Hogshead – £63.50 (1.22 per week)

Butt – £127.00 (2.44 per week)

Puncheon – £127.00 (2.44 per week)

Insurance:

£5.00 per £1,000 value of cask, per year.

Regauge – £80 (+ duty)

Sample – £50 (+ duty & VAT)

Photograph (if regularly requested) – £10

Terms and Conditions of Storage

Definitions

1. The following terms used in these Terms and Conditions will have the meanings described here: