TERMS & CONDITIONS
TERMS & CONDITIONS 2023
“Agreement” means the agreement between The Customer and The Company. The terms and conditions of which these Terms and Conditions and the invoice constitute the contract.
“Business Day” means any day (other than a Saturday or Sunday) on which commercial banks are generally open for business in the jurisdiction in which (in the case The Customer is not a natural person) the principal office or (in the case The Customer is a natural person) the primary residence of The Customer as specified.
“Cask Management” means the agreement between The Customer and The Company concerning The Customer’s Casks.
“Cask” means a wooden barrel filled with spirit, as specified on the invoice.
“Dealing(s)” means the purchase of any Cask(s) from The Company.
“Default Rate” means the Bank of England Base Rate aggregate plus two per cent (2%) per annum.
“Delivery” “Delivered” means following the sale of a Cask(s) by The Company to The Customer, the physical delivery of The Customer’s Casks by The Company, which shall be laid down to mature in the bonded warehouse under the management services of The Company.
“Dispute” means any suit, action, proceedings, controversy or claim arising under, out of or in connection with the agreement between the Parties (including a dispute regarding the existence, validity, interpretation or termination of the agreement).
“Encumbrance” includes any charge (whether legal or equitable), lien, option, security interest, restrictive covenant, pledge, hypothecation, assignment, title retention, trust arrangement or other restriction or equity of any kind or other encumbrance securing or any right conferring a priority of payment in respect of any obligation of any person.
“Force Majeure” means the occurrence of any event or circumstance beyond the control of The Company, including without limitations, acts of God, strikes, riots, acts of terrorism and war, restrictive governmental laws or regulations that prevent The Company from fulling its obligations as defined by this agreement. A party’s inability to perform its duties under this agreement shall not constitute an event of force majeure.
“GBP” means the pound sterling, the official currency of the United Kingdom.
“Ownership Certificate” means the certificate issued and sent electronically by The Company to The Customer confirming The Customer’s ownership of the Casks.
“Party” shall mean The Customer or The Company (as the case may be), and “Parties” is to be construed accordingly. Any reference to a “Party” includes that party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee. Unless otherwise specified, references to an article or paragraph shall refer to an article or section of these terms and conditions.
“Person” shall be construed as a reference to any person, firm, company, corporation, government, state and agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the preceding.
“Compliance Form” means The Company Cask Compliance form to be completed and submitted by a prospective purchaser to The Company before the consummation of a Dealing.
“Purchase Price” means the NET total purchase price for the Purchase Quantity as specified in the Purchase Form.
“Purchase Quantity” means the number of Casks agreed to be sold by The Company and purchased by The Customer as specified in each Purchase Form.
“Purchaser” means the person or entity named on an invoice, submitted to and accepted by The Company for purchasing Casks.
“Storage” means the HMRC-approved bonded warehouse, where casks must be stored during maturation of three (3) years by law. Five years (5) storage is included in The Customer purchase price and the appropriate insurance cover, adjusted annually to allow for any value increases.
“Taxes” means any sales tax, value-added tax, impost, levy or other tax of any nature whatsoever and howsoever described (including all penalties, interest or additional charges incurred with any delay in payment).
“Terms and Conditions” means these The Company Casks Purchase Terms and Conditions, which are incorporated in the Compliance Form.
“The Company” means Whisky Cask Club Pte Ltd. A company registered in Singapore with company number 202215310M.
“The Customer” means the individual purchasing the cask(s) from The Company.
“Website” means The Company website www.whiskycaskclub.com which has, among other things, these Terms and Conditions posted thereon. Any reference to any document (including the agreement) is to that document as varied, amended, notated, ratified or replaced from time to time. The singular includes the plural and vice versa.
- Terms of Contract
- The order constitutes an offer by The Customer to purchase the Casks per these Conditions. The customer is responsible for ensuring that the terms of the order submitted by The Customer are complete and accurate.
- The contract constitutes the entire agreement between the parties. The customer acknowledges that they have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of The Customer which is not set out in the contract.
- Any samples, drawings, descriptive matter, or advertising produced by The Company and any descriptions or illustrations contained in the catalogues, brochures, offer documents or website of The Company from time to time are created for the sole purpose of giving an approximate idea of the Casks described in them. They shall not form part of the contract or have any contractual force.
- Whereas This is an asset purchase and administration contract between the customer purchasing the casks and The Company. The company must receive the total purchase price of the requested cask value before the cask order is placed.
- The customer will be the registered owner of the cask(s). Insurance, storage and trustee inspection are organised under the administration and tenancy of The Company. The full unencumbered title will automatically pass to The Customer in:
- the event of a sale of the cask by The Customer. All sales are final.
- the event of The Customer moving their cask to another bonded warehouse or another facility.
- an event whereby The Company is no longer in a position to provide such administrative services, for example (but not limited to) The Company is sold or liquidated.
- An order is made by completing the Order Form via electronic signature or physically signed and sent back. All orders must be in GBP only. As part of AML laws and KYC requirements, each customer must provide full photographic proof of identification (NRIC, passport or driving licence) and, if not Singaporean or Singapore PR, proof of address (recent bank statement or utility bill) at the time of purchase.
- Once the purchase price is received by The Company, the order for a cask(s) is placed.
- Purchase includes a cask previously used for the maturation of whisky. The distillery sources all barrels.
- The Customer’s cask is stored under a bond. The company reserves the right to move the barrel to other suitable premises. Should The Company move The Customer’s barrel to another location, the storage and insurance cost of that cask will remain unchanged. Before this event, the customer will be informed and provided with the new storage location details.
- While stored on HMRC-authorised bonded premises, The appropriate insurance policy will cover the customer’s cask The Company. This policy will cover the lost value of the barrel (at the time of the event) incurred due to fire or theft.
- The initial purchase price includes storage, fire, and theft insurance under a group policy from the time of fill for five years. Should the cask be sold or otherwise disposed of before the five years, no refund on storage or insurance will apply.
- After five years, The Customer will bear the cost of storage and insurance, provided the cask remains under the administration of The Company. All barrels under the administration of The Company must be stored and insured to the satisfaction of The Company.
- After three years and one day from cask fill, the spirit can be deemed to have the designation ‘Scottish Whisky’. It must be termed ‘Scottish Whisky’ before this period of ageing has been reached.
- The Company advises customers to hold their cask(s) for more than one year, ideally three to five, as selling it before that time could lead to losses.
- The Company is not authorised to give tax advice. The customer will remain liable for any Taxes arising from the sale or disposal of their cask in the jurisdiction where that tax revenue may arise.
- Should a customer’s cask suffer a total leakage while under the administration of The Company and while stored on the bonded premises. The company assumes no liability for that cask or leakage.
- Should a leakage arise at a different storage facility chosen by The Customer and not under the administration of The Company. The company assumes no liability for that cask or leakage.
- Net cask yields will vary, and The Company cannot guarantee the total net amount that any specific cask will yield. Some natural evaporation of the spirit from The Customer’s barrel will occur under a process known as ‘the angels share. The company is not responsible for such losses.
- Details of The Customer’s cask(s) are provided to The Company, which in turn will make this information available to The Customer. This information is provided by email. The customer should retain this information securely for future reference.
- The Company will provide The Customer with an electronic Certification of Ownership and a Certificate of Provenance within five (5) working days of the provision of the information of the cask fill.
- The appointed Trustees of The Company will conduct an annual audit of the casks stored under The Company administration. Any anomalies affecting customers will be made good by The Company.
- Should The Customer opt to remove the cask from its bonded premises, The Customer will assume full responsibility for the safety and security of the barrel and all the legal, tax and compliance issues associated with cask ownership from that point forward, and the administration services of The Company shall cease
- Any projections on the value of casks, implied or otherwise, should be seen as potential returns. The company provides no warranties or guarantees on the future value of The Customers cask.
- In any subsequent sale by the customer, the forward purchaser must not refer to the source distillery in any packaging presentation and related promotional materials containing this information without the express written consent of the distillery.
- If the Customer wishes to bottle with their labels, these must not refer to the source distillery, nor must packaging presentation and related promotional materials contain this information without the express written consent of the distillery.
- The Customer may not use the distillery trademarks, including the name of the distillery, any of its employees, or other identifying features, in marketing or publicly available material, without express written consent of the distillery.
- Obligations of The Company
- Subject to fulfilment by The Customer of its obligations under the Agreement, The Company agrees as follows:
- To sell the Purchase Quantity at the Purchase Price as of the date of the Purchase Note to the purchaser, subject to the issuance of a Purchase Note.
- To procure Delivery of the Purchase Quantity as defined by the order form.
- To issue The Customer an electronic Ownership Certificate within five (5) Business Days.
- Obligations of The Customer
- The Customer shall promptly pay the Purchase Price for the Purchase Quantity by no later than the Payment Due Date. Payment by The Customer shall be to an account in a bank nominated by The Company or by such other mode of payment as may be notified by The Company to The Customer in the relevant Purchase Note. Payment made must be free and clear of and without deduction for or on account of any Taxes, fees, charges or withholding of any nature whatsoever now or hereafter imposed by any competent taxing authority. If The Customer shall at any time be compelled by law to deduct or withhold any amount from any payment hereunder, The Customer shall concurrently pay The Company such additional amounts as will result in compensation to The Company of the total amount which The Company would have received if such deduction or withholding had not been required to be made.
- The Purchase Price is exclusive of any Taxes that may become payable or deemed payable thereon, and if any Taxes become payable, the amount of the tax payable or deemed payable shall be for the account of The Customer and will be added to the Purchase Price and be payable by The Customer to The Company.
- Notwithstanding any other provision of the agreement and provided that The Customer has fulfilled all its obligations under the Agreement, The Company shall:
- If there is Delivery Failure, repay the Purchase Price in full within sixty (60) days from the notice given by either party as required under Article 4 in the event of a Force Majeure and the Ownership Certificate issued following Article 2 shall be cancelled, rendering it null and void.
- If there is a Delivery Shortfall, refund a proportion of the Contract Price reflecting the Delivery Shortfall within sixty (60) days from the Scheduled Delivery Date
- Unless expressly provided under the Agreement, The Customer shall not be entitled to cancel the agreement or to demand that the Purchase Price be refunded or repaid.
- Seller’s liability on any claim for loss or damage arising out of, connected with, or resulting from a Dealing, or the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any product covered by or furnished under a Dealing shall in no case exceed the price allocable to the product or part thereof which gives rise to the claim. In no event shall Seller be liable for special, incidental or consequential damages. Except as herein expressly provided to the contrary, the provisions of this agreement are for the benefit of the parties to the Dealing and not for the use of any other person.
- Governing Law and Dispute Resolution
- This agreement and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed following the law of the Republic of Singapore.
- Cask Management
- The Parties acknowledge that all Dealings shall comply with the rules and regulations of HMRC and the bonded warehouse relating to the legal storage requirements of duty-suspended spirits. The customer acknowledges and agrees that The Company will not be under any obligation to undertake any Dealings which do not comply with the rules and regulations of the HMRC and the bonded warehouse.
- Anti-Money Laundering Checks. Before executing any Agreement, The Company shall undertake appropriate anti-money laundering/counter-terrorism financing (“AML”) checks which will include verifying The Customer’s identity. Suppose the customer needs to provide The Company with all relevant information. In that case, The Company reserves the right to refuse services to The Customer, execute any transactions, and cease any transactions until such verification has been completed to the satisfaction of The Company. Purchaser understands that The Company has a duty under UK law to Report any suspicious transaction that may violate AML laws to the relevant authorities, whether the suspicion arises before or after the execution of the agreement. As such, this may require that The Company disclose the purchaser’s personal information to the relevant authorities. Purchaser understands that under UK law, any person who commits or attempts to commit a Money Laundering offence shall be punished by imprisonment and a fine.
- The failure to exercise or delay in exercising a right or remedy available to a Party according to the agreement or by law does not impair or constitute a waiver of the right or remedy or impairment of or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by the agreement or by law prevents further movement of the right or remedy or the exercise of another right or remedy. Each party’s rights and remedies contained in the agreement are cumulative and not exclusive of rights or remedies provided by law.
- The agreement sets out the entire agreement and understanding between the Parties in respect of the subject matter of the contract. The agreement supersedes all prior agreements, understandings or arrangements (whether written or oral) relating to the same. No Party has agreed in reliance upon any statement, representation, warranty or undertaking (whether express or implied by law or contract) made by or on behalf of the other party other than those expressly set out in the agreement.
- Reservation of Rights. The company reserves the right to revise these Terms and Conditions from time to time and only as to non-material terms. The company will use its reasonable endeavours to notify The Customer of revisions made to these Terms and Conditions from time to time.
- If there is any conflict between the provisions of the Purchase Form, and these Terms and Conditions, then these Terms and Conditions shall prevail.
- The customer shall be obliged to immediately provide The Company with all information which The Company may reasonably require from time to time to comply with the agreement. Communications sent from The Customer to The Company according to or in connection with the contract shall not be deemed to have been received by The Company unless and until The Company has received them and acknowledged them by The Company. Communications shall be delivered personally or sent by email or by airmail, registered post, or international courier to the address provided in the Purchase Form.
- Communications sent from The Company to The Customer according to or in connection with the agreement are deemed to be received by The Customer:
- If sent by airmail registered post, Ten (10) Business Days after the date of posting;
- If sent by international courier service or delivered personally, when delivered;
- If sent by email on the dispatch date at the email address specified in the Purchase Form or Purchase Note. All communications shall be in English. Faxes will not be issued or accepted.
- The customer agrees to receive electronic communications from The Company, including email and SMS messages. The customer acknowledges that it is responsible for promptly informing The Company of any changes to its contact details, including email and postal addresses and telephone and fax numbers. The company shall not be liable for any loss incurred where The Company has not been informed of any such changes.
- Whenever required by The Company, The Customer shall procure the grant of consents and permissions, the doing of all acts and the execution of all documents as may be necessary, and shall otherwise exercise all powers and rights available to The Customer to give effect to the agreement and the transactions and matters contemplated in the contract.
- Nothing in the Agreement shall be deemed to constitute a partnership or joint venture, nor form either party to be the agent of the other.
- The provisions of the agreement are severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other part of the agreement.
- Assignment of Rights. The customer may only transfer or assign its rights under the agreement with the prior written consent of The Company (such consent not to be unreasonably withheld).
- Base Currency. All payment obligations between the Parties (including a grantor and an award) shall be payable and settled in the Base Currency of GBP (Great Britain Pounds).
- WOWGR Status.
- If you are defined as a “revenue trader” in UK law under section 1 of the Customs and Excise Management Act 1979 (i.e. you carry out a trade or business about relevant excise goods) and you have any presence in the UK, you are required to be registered with His Majesty’s Revenue and Customs (HMRC) as an owner of those goods in a UK excise warehouse.
- If you have no presence in the UK but are still a revenue trader, you must appoint a duty representative to act as your agent. HMRC’s interpretation of the law in connection with owners of goods in UK excise warehouses and directions having legal force are set out in section 5 of Notice 196: Excise goods – registration and approval of warehouse keepers, warehouse premises, owners of goods and registered consignors.
- The information in our marketing materials or website is not intended to be an offer to buy or sell securities. Our website should not be regarded as an offer or solicitation to conduct investment business of any investment or activity regulated by the MAS.
- This legal notice should be read as an extension of any Terms and Conditions of The Company. The MAS (Monetary Authority of Singapore) does not authorise or regulate the company.
- Data Protection.
- The company will confidently hold any personal information provided to it per the Personal Data Protection Act 2012 and other applicable data protection legislation. The company will use such personal information for the administration and servicing of your purchase and all other related activities; The Company may disclose your personal information to its agents, service providers and other members of The Company for this purpose.
- Copyright and Confidentiality
- The company, its licensors, and relevant third-party content providers own the copyright, trademarks, database rights, and all similar rights in this website and marketing materials. You may use the information on this site and reproduce it in hard copy for your reference only. Such information may not otherwise be reproduced, distributed, stored in a data retrieval system or transmitted in any form or by any means without the prior written permission of The Company. Nothing in our marketing materials or this website should be considered granting any licence or right under the company’s trademark or any third party.
The Whisky Cask Club is a Whisky Cask Club Pte Ltd brand.
Last updated 4th January 2023.