Elite Fine Wines Terms and Conditions

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

CONTENTS
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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
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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).
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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.
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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


1. Please be advised that with effect from 1st January 2021 Warehouse Rental Rates will
include the following.

2. Storage Costs
Quarter Cask 29.00 pence per week.
Barrel 29.00 pence per week.
Hogshead 49.00 pence per week.
Butt 49.00 pence per week.
3. Standard Administration Costs
Replacement Stock Certificate £20.00 each
Regauging (Per Cask) £60.00 each
Drawing Samples
(Plus Duty, VAT and Postage) £59.00 each
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4. Insurance Costs
Quarter Cask £3.50 Per £1,000 value of cask, per year
Barrel £3.50 Per £1,000 value of cask, per year
Hogshead £3.50 Per £1,000 value of cask, per year
Butt £3.50 Per £1,000 value of cask, per year
5. Standard Document Charges
Certificates of Age £21.00 each
EUR1 Certificates £25.00 each
Certificates of Origin £25.00 each
Standard Certificates of Analysis £25.00 each
Sections 2 and 4 are subject to VAT.
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