Terms and Conditions of Storage

• Definitions

1. 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.

1. 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. 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. 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. 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. 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. 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. 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. 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. 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.

1. 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.
2. 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. 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. 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. 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