IMPORTANT: By purchasing wine from us, and/or asking us to store your wine as part of our Professional Storage Service, you will be agreeing to the terms and conditions set out below. Please read these terms and conditions carefully, and let us know if you have any questions before the Professional Storage Service commences.
AGREED TERMS
1. Definitions
The following definitions apply in these terms and conditions:
Delivery: the transfer of physical possession of the Wine to us (whether by you, or someone on your behalf), and Deliver shall be construed accordingly.
Fees: the Storage Fees and the Purchase Fees.
Purchase Fees: the sums that you agree to pay in return for purchasing Wine from us.
Services: the professional storage services that we agree to provide to you in respect of the Wine, including those services set out in clause 3.
Storage Fees: the sums that you agree to pay in return for us providing the Services.
VAT: value added tax chargeable in the UK.
Wine: the wine that you purchase from us, or Deliver to us, and which we keep in storage on your behalf in accordance with these terms and conditions.
2. Commencement and duration
Our agreement will commence on the date on which you sign or otherwise signify your agreement to these terms and conditions or, if earlier, the date on which you first purchase the Wine from us or Deliver the Wine to us, and will continue until and unless it is terminated in accordance with clause 13.
3. Services
3.1 We will provide the Services to you with reasonable care and skill and in accordance with these the terms and conditions.
3.2 The Services shall include:
(a) storing the Wine in our secure, bonded warehousing facility;
(b) providing a reasonable level of insurance cover for the Wine whilst it is in our possession in respect of physical loss or damage;
(c) sending you a statement of account every six months (approximately); and
(d) making the Wine available for collection by you from our Wimbledon store, or alternatively delivering the Wine to a nominated address in the United Kingdom at your request.
3.3 Where you Deliver the Wine to us for storage, then you are responsible for providing us with accurate information relating to the Wine. We will not open cases in order to verify either the number of bottles within a case, nor that the description on the bottle labels correspond with the accompanying paperwork. We will not check the authenticity of bottle labels or the actual contents of bottles.
3.4 You acknowledge that you will not have access to our secured warehousing facility at any time.
4. Your obligations when you deliver wine to us for storage
4.1 You confirm that the following statements are true at the time you first Deliver the Wine to us, and will remain true at all times during the term of our agreement:
(a) You are over the age of 18 years.
(b) You are the legal owner of the Wine.
4.2 Before you Deliver the Wine to us, you must:
(a) ensure that the Wine is securely and properly packed and in such condition as not to cause damage or injury to our staff or to the Facility;
(b) inform us of any special precautions required by the nature, weight or condition of the Wine;
(c) (in respect of duty paid Wines only) provide us with a valid and receipted invoice to show that all relevant taxes have been paid to HM Revenue & Customs or (in respect of Wines to be held in bond) provide us with copies of all tax-related documentation as we may request from time to time; and
(d) provide us with all other information concerning the Wine as we may reasonably require in order to provide the Services to you.
5. Purchasing Wine from us
5.1 We may offer to sell Wine to you, and you may ask to purchase Wine from us, from time to time.
5.2 No offer or request shall be binding on us until and unless we confirm by email that all of the terms and conditions of the purchase have been agreed between us (the Purchase Date).
5.3 You confirm that, on each and every Purchase Date, you:
(a) are over the age of 18 years; and
(b) will pay the agreed Purchase Fees within 30 days of receipt of our invoice to our nominated bank account. Please note that we will retain ownership of the Wine until such time as you have paid the Purchase Fees in full.
5.4 All Wine purchased from us shall be stored in our secured warehousing facility until and unless you collect it or we deliver it to you in accordance with clause 7, or we sell it in accordance with clause 8. Storage Fees will apply from the Purchase Date (and not the date you pay the Purchase Fees).
6. Your instructions
6.1 We will only accept and act upon instructions given by you, or any person you have confirmed in writing to us has your authority to give us instructions, or any person we reasonably believe to be the legal owner of the Wine at the relevant time.
6.2 You agree that:
(a) you are responsible for the content and accuracy of all instructions given to us by any such persons;
(b) we may rely on instructions given to us by any such persons; and
(c) we may, at our discretion, refuse to act on any instructions given to us by any such persons, including in circumstances where the instructions are incomplete, ambiguous or are, in our reasonable opinion, likely to prejudice or damage our reputation, the Wine or the Facility.
6.3 You must ensure that any correspondence address or email address that you give to us is correct and kept updated. We will communicate with you using these details. We will not be responsible if you fail to receive a communication from us by reason of you having given us incorrect or out-of-date details.
7. Removal of the Wine
7.1 You shall not be permitted to remove or collect your Wine, or have it delivered, until and unless:
(a) all of the Fees have been paid in full; and
(b) where the Wine was held in bond, all suspended duty, VAT and other payments due to HM Revenue & Customs have been paid in full and, where requested, you have provided us with a valid and receipted invoice by way of confirmation.
We reserve the right to exercise the lien granted in clause 10 and retain possession of the Wine until such payments have been made in full.
7.2 If you want to remove your Wine from our secured warehousing facility, you must give us at least 60 days’ notice by email. You must tell us if you want to collect the Wine from our Wimbledon store, or have it delivered to an address in the United Kingdom. Additional charges will apply if you chose to have the Wine delivered. Provided that all Fees, duties, taxes and other payments have been paid in full, then:
(a) Where you choose to collect the Wine from our Wimbledon store, we will notify you when it is available for collection. If you do not collect the Wine within 7 days of us notifying you that it is available for collection, the Wine will be returned to our secured warehousing facility and Storage Fees will continue to apply.
(b) Where you choose to have the Wine delivered, we will notify you when it has been despatched. If you do not accept delivery of the Wine at the time delivery is attempted, the Wine will be returned to our secured warehousing facility and Storage Fees will continue to apply.
7.3 If the Wine has not already been returned to you when this agreement terminates, then you must:
(a) pay all Fees, duties, taxes and other payments that remain outstanding as at the date of termination of our agreement; and
(b) collect the Wine from our Wimbledon store within 7 days of this agreement terminating;
otherwise we may sell the Wine on your behalf in accordance with the process in clause 8.
8. Sale of the Wine by us
8.1 In the event that:
(a) this agreement terminates and you fail to collect the Wine from our Wimbledon store within 7 days of this agreement terminating;
(b) you fail to pay any Fees within 30 days of receiving our invoice; or
(c) we attempt to contact you for any reason using the contact details you provide us with, and we do not receive a response from you for a period of 60 days thereafter,
then we reserve the right to issue you with a notice of default (Notice of Default).
8.2 The Notice of Default will:
(a) be in writing and sent by first-class post to the correspondence address you provided us with, together with a copy sent by email to the email address you provided us with;
(b) set out details of the Wine to which the Notice of Default relates;
(c) confirm the amount of any outstanding Fees due to be paid by you;
(d) a date by which the Wine must be collected from us; and
(e) explain that if you fail to comply with the terms of the Notice of Default, we shall be entitled to sell the Wine.
8.3 If we sell all or some of the Wine, we will do so as your agent and at your expense and risk. We shall remit the proceeds of sale of such Wine to you after deduction of all outstanding Fees and the expenses incurred by us in the sale of the Wine. We shall not be liable for the price obtained for the sale of the Wine.
9. Storage Fees
9.1 In consideration of us providing the Services, you will pay the Storage Fees.
9.2 If you sell or agree to sell any of the Wine while it is in our secure warehousing facility, you will continue to be responsible for payment of the Storage Fees until the Wine is removed from the Facility or the buyer confirms to us that he is willing to take over responsibility for the Fees.
9.3 All Storage Fees are stated exclusive of VAT, which shall be payable by you in addition at the relevant rate in force at the time.
9.4 We will review and amend the Storage Fees on an annual basis with effect from January each year.
9.5 Unless we agree otherwise, we will issue invoices for the Storage Fees annually in advance.
9.6 You must pay each invoice issued by us within 30 days of receipt to our nominated bank account.
9.7 If you don’t make any payment of any Storage Fees or Purchase Fees by the date such payment becomes due, we charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
9.8 In addition to paying the Storage Fees, you agree to reimburse us in respect of any liabilities, costs, expenses, damages and losses that we may incur or suffer arising out of or in connection with: your failure to comply with any of these terms and conditions.
10. Lien
We shall have a general and particular lien on the Wine in our possession as security for payment of our Fees. The Fees shall continue to apply in relation to any Wine that we are retaining under lien.
11. Risk and damage to the Wine
11.1 Except as otherwise set out in these terms and conditions, we shall accept responsibility for the Wine from the date the Wine is purchased by you or Delivered by you (as appropriate), and it shall remain our responsibility until you collect it or we deliver it to you in accordance with clause 7, or we sell it in accordance with clause 8.
11.2 Subject to clause 12, we shall be liable and shall compensate you for:
(a) unaccountable losses of Wine while in our secured warehousing facility; and
(b) loss, destruction of or damage to the Wine due to our negligence or deliberate actions while the Wine is in our secured warehousing facility;
in each case, based on the reduction in the value of the Wine caused as a result of that loss.
12. Limitation of liability
12.1 We do not accept any liability for:
(a) any loss resulting from a discovery that the contents of a case are not as described in any related documentation (please note clause 3.3);
(b) any loss of profits, sales, goodwill or reputation;
(c) any loss or damage caused by any event or circumstances outside our reasonable control;
(d) any loss or damage where it was not obvious that it would happen and nothing you said to us before you purchased the Wine from us or we accepted Delivery of your Wine (as appropriate) meant we should have expected it (so, in the law, the loss was unforeseeable); nor
(e) any loss or damage that you could have avoided by taking reasonable action, including following our reasonable instructions.
12.2 Nothing in this agreement limits or excludes any liability which cannot legally be limited or excluded.
12.3 Subject to the provisions of clause 12 above, where we are liable to you for any reason, our total liability shall not exceed £30,000.
13. Termination
13.1 We may terminate our agreement with immediate effect by giving notice to you if you fail to comply with any clause of these terms and conditions at any time.
13.2 We may terminate our agreement at any time by giving you not less than 30 days’ notice.
13.3 You may terminate our agreement at any time by giving us notice.
13.4 The Fees shall be non-refundable except where we terminate our agreement under clause 13.2, whereupon we will pro-rata the Storage Fees that apply to the year in which our agreement is terminated.
13.5 Termination of our agreement shall not affect any rights, remedies, obligations or liabilities that you or we may have accrued up to the date of termination.
14. General
14.1 Variation
We can make changes to our Services to reflect changes in relevant laws and regulatory requirements, and to make minor adjustments and improvements. These are changes that will not affect your use of the Services. We can also make more significant changes to the Services, or to these terms and conditions, but we will let you know if that happens. If you’re unhappy with our changes, you can end the agreement at any time in accordance with clause 13.
14.2 Assignment and other dealings
We can transfer our agreement with you, so that a different organisation is responsible for supplying the Services. We’ll tell you in writing if this happens and we’ll ensure that the transfer won’t affect your rights under the agreement. If you’re unhappy with the transfer, you can end the agreement at any time in accordance with clause 13. You can only transfer your agreement with us to someone else if we agree to this, and we may not agree.
14.3 Waiver
We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.
14.4 Statutory rights
Nothing in this agreement shall affect your statutory rights.
14.5 Third party rights
This agreement is between you and us. Nobody else can enforce it.
14.6 Personal data
How we use any personal data you give us is set out in our Privacy Notice, which is available on our website at https://www.wimbledonwinecellar.com/privacy-policy.
14.7 Complaints
Please contact us immediately if you have any problems you have with us or the Services. We will do our best to resolve problems as quickly as possible. If we are unable to resolve your problem, then you can bring a claim against us in the English courts or, if you live in Wales, Scotland or Northern Ireland, you can also bring a claim against us in the courts of the country you live in. We can claim against you in the courts of the country you live in. These terms and conditions are governed by English law.