Terms and Conditions

Grand Vin Wine Merchants UK

The trading name of Bordeaux Wine Investments Limited

Terms and Conditions of Business

The customer's attention is drawn in particular to the provisions of clause 9.

1. INTERPRETATION

1.1 The definitions in this clause apply in the terms and conditions set out in this document: Force Majeure Event: shall have the meaning given in clause 9. Goods: the wines that we are selling to you as set out in the Order. Order: your offer for the Goods as set out overleaf; on the attached invoice and/or as constituted by e-mail correspondence. Terms: the terms and conditions set out in this document. Writing: or written includes faxes and e-mail.

1.2 Headings do not affect the interpretation of these terms.

1.3 References to ‘we’, ‘our’, ‘us’ or GVWM UK shall mean Bordeaux Wine Investments Limited, company number 03611673; references to ‘you’ and ‘your’ shall mean you, the customer or business, purchasing the Goods in whose name our invoice shall be issued.

2. BASIS OF SALE

2.1 We consider that these Terms, together with the Order set out the whole agreement between you and us for the sale of the Goods. Please check that the details in the Terms or on the Order are complete and accurate before you commit yourself to the contract. If you think there is a mistake or omission in these documents, please contact us immediately. Any changes to the specification of the Goods or other variation to the Terms or Order that you agree with our authorised employees and agents will be only be binding if recorded in writing. We only accept responsibility for statements and representations by our authorised employees and agents that are made in writing. Please ensure that you read and understand these Terms before you accept and confirm your order / sign the Order, because you will be bound by them once a contract comes into existence between us in accordance with clause 2.4.

2.2 If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.

2.3 The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.

2.4 These Terms shall become binding on you and us when we accept the Order and issue an invoice in response to the Order submitted by you.

2.5 We shall assign an order number to the Order which shall be noted on the invoice. Please quote the order number in all subsequent correspondence with us relating to the Order.

2.6 We have the right to revise and amend these Terms from time to time. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).

3. THE GOODS

3.1 No warranty is given in connection with the condition or quality of the Goods save that the Goods supplied will correspond with the description thereof contained in the Order, and all other warranties, express or implied, are excluded to the fullest extent permitted by law.

3.2 We will take reasonable steps to pack the Goods properly and to ensure that you receive your order in good condition.

3.3 If you are unhappy with the Goods for any reason, you may return them to us at your own cost within 14 calendar days of receipt provided that the Goods are in exactly the same condition as they were when delivered to you. We cannot accept the return of any Goods that have been opened, or partially consumed, or where packaging is damaged.

4. CANCELLATION

4.1 We may cancel an Order if:

(a) payment in full has not been received by the Company within 30 days of the invoice date; or

(b) prior to the expiry of that 30 day time period you notify the Company that payment in full will not be made; or

(c) the Goods ordered have not been collected or delivered (as the case may be) within three months of payment being received in full and you have not requested that we store the Goods on your behalf; or

(d) prior to the expiry of that 3 month period you notify the Company that the Goods will not be collected or delivered (as the case may be).

4.2 If we intend to cancel an Order in accordance with clause 4.1 above we will send notice to you of such intention (to the address set out in the Order), and at the expiry of 10 days from the date of the notice, we shall be entitled to deal with, sell or otherwise dispose of the Goods at our absolute discretion.

4.3 In re-sales of the Goods where full payment has not been received by us (per 4.1(a) or 4.1(b) above) a credit will be made to offset any indebtedness you have to us including any accrued interest and storage charges (as applicable), less a 20% administration charge (plus VAT). In the event that the credit is insufficient to offset your full indebtedness the outstanding balance will remain payable by you and will continue to accrue interest at the rate set out in these Terms.

4.4 The existence of our right to cancel an Order does not affect any other remedies that we may have against you for non performance of your obligations under these Terms.

5. DELIVERY

5.1 You may collect the Goods from us or we will deliver the Goods to you anywhere in mainland Great Britain, at a mutually agreed date and time (subject to clause 7.2 below).

5.2 The time limits for exports stipulate that goods must be transported to a destination outside the EC by the last day of the third month following that which the goods are purchased or will be liable for UK VAT. This does not apply to wines stored in bond by GVWM UK on your behalf.

5.3 Delivery of the Order shall be completed when you sign a delivery receipt, acknowledging receipt of the Goods. It is your responsibility to check the delivery as once signed for, GVWM UK will not accept any responsibility for incorrect or defective stock.

5.4 We will take reasonable steps to meet the delivery date set out on the Order or as otherwise agreed between us in writing. However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you.

5.5 If you have not taken delivery of the Goods within one month of the date on which we receive full payment for the Goods, we will charge a fee of currently £12.50

5.6 plus VAT per case per year or part thereof including insurance at replacement value; for storing any Goods in our cellars This rental is subject to increase as dictated by our third party facility.

6. STORAGE OF WINES

6.1 Wines ordered will be held at EHD Bond No. 1 for a period of one month from the receipt of payment of invoices in full, (with the exception of wines purchased En Primeur). After this period and once physically landed, the wines ordered will be cellared at a charge of £12.50 per 9 litres per year (subject to change). There is currently a minimum annual storage fee of £35 per client account.

6.2 Default If any payment for storage is overdue for 30 days or the goods have not been collected within 30 days, we shall be entitled to send written notice to the invoice address of our intention to deal with, sell or otherwise dispose of the goods and 7 days thereafter we shall be at liberty to do so unless payment in full is received for the outstanding storage charges and any other costs associated with the stored wines; before the close of business on the seventh day. Any method of resale is entirely at our discretion. Upon resale you will receive a credit of 80% of the lower of the net proceeds of the resale and the price of our original sale to you. Any balance after the credit shall remain payable by you and shall continue to carry interest. The existence of this right does not affect any other remedies we would have.

6.3 Should any outstanding amounts payable for storage exceed 60 days then we have the right to terminate the storage agreement.

6.4 It is the obligation of the customer to keep us informed of any change of physical address, email address and phone contact details.

7. RISK, TITLE AND LIEN

7.1 On the payment of our invoice in full the risk in the Goods ordered will pass to you (with the exception of wines purchased En Primeur or in bond) and they will be available for delivery or for immediate collection by you from our storage facility.

7.2 Ownership of the Goods, both legal and beneficial, will only pass to you when we receive payment in full of all sums due for: (a) the Goods, including delivery charges and VAT and duty if NOT purchased in bond; and (b) any other goods or services that we have supplied to the you in respect of which payment has become due.

7.3 If before title to the Goods passes to you, we exercise our right to cancel or suspend an Order in accordance with these terms, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or the premises of any third party where the Goods are stored in order to recover them.

7.4 We shall be entitled to exercise a general lien on all Goods and property belonging to you, whether or not stored by us, exercisable in respect of all sums lawfully due from you to us in respect of this Order or any other which have been outstanding for a period of not less than 60 days. We shall be entitled, on the expiry of 14 days' notice in writing, to dispose of such Goods or property in such manner and at such price as we think fit and to apply the proceeds towards the amount outstanding. We will charge a brokerage and administration fee of 20% on any Goods or property sold on pursuant to this clause together with any associated delivery or other extraneous costs.

8. PRICE AND PAYMENT

8.1 Prices set out in any brochure, price list or any other literature supplied by us are in pounds sterling excluding value added tax (VAT) and delivery charges and are for guidance purposes only. All prices are subject to change and should be checked with us at the point of submitting your Order. On acceptance of the Order we will confirm the price payable. Price changes will not affect Orders that we have confirmed in writing.

8.2 Payment (including VAT and any delivery charges) must be made within 30 days of the date of invoice unless otherwise agreed with us in writing, and prior to the Goods being delivered to you. We reserve the right to cancel any Order if payment is not received in full within 30 days of the date of the invoice and interest shall be charged at the rate of 3% above the base rate (from time to time) of Barclays Bank plc per annum, such interest to accrue on a daily basis from the time payment is due until the date upon which payment in full (including interest) is received.

8.3 Without limiting any other remedies or rights that we may have, if you do not pay us within 30 days of the date of the invoice, we may cancel or suspend any other outstanding Order until you have paid the outstanding amounts.

8.4 Clause 8.3 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly after you have received the invoice that you dispute it.

9. LIMITATION OF LIABILITY

9.1 Subject to clause 9.3 and clause 9.2, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms.

9.2 Subject to clause 9.3, neither of us shall be responsible for losses that result from our failure to comply with these Terms which fall into the following categories:

(a) loss of income or revenue;

(b) loss of profit;

(d) loss of anticipated savings;

(e) any waste of time. However, this clause 9.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.

9.3 Nothing in this agreement excludes or limits in any way our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(d) defective products under the Consumer Protection Act 1987; or (e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

10. EVENTS OUTSIDE OUR CONTROL

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).

10.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(e) impossibility of the use of public or private telecommunications networks; or

(f) pandemic or epidemic.

10.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

11. ASSIGNMENT

You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.

12. NOTICES

All notices sent by you to us must be sent to Grand Vin Wine Merchants UK at 2 The Mews, 16 Holly Bush Lane, Sevenoaks, Kent, TN13 3TH. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

13. GENERAL

13.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

13.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

13.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

13.4 These Terms shall be governed by English law and we both agree to the exclusive jurisdiction of the English courts.

Grand Vin Wine Merchants UK is the trading name of Bordeaux Wine Investments Limited

Registered Office: 2 The Mews, 16 Holly Bush Lane, Sevenoaks, Kent, TN13 3TH

Company registered in England No. 3611673

18/02/2015

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