Terms & Conditions

Interpretation

“Billing Year” means 1st April to 31st March or such other 12 month billing period as PRL may notify to the Customer from time to time;
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business;

“Customer” means the person, firm or corporation to whom PRL is providing the Services;

“Day Zero” means in respect of binding Instructions received by 12 noon on a Business Day, the date of receipt of the Instruction and for any Instructions received after 12 noon on a Business Day, the following Business Day.

“Goods” means goods owned by the Customer in respect of which the Customer has engaged PRL to provide the Services;

“HMRC” means HM Revenue & Customs;

“Instructions” means any instruction to provide Services given by the Customer or its authorised representative (whose details have been previously submitted to PRL) to PRL in writing, by facsimile, e-mail or via the Website and received by PRL in respect of the Goods, regarding their delivery to PRL, despatch, storage, inspection, collection, transfer or general management and, where applicable, including all relevant HMRC documentation and hauler’s carrier’s movement guarantee number;

“PRL” means Private Reserves Limited whose registered office is at 1st Floor, Derngate Mews, Derngate, Northampton NN1 1UE (Company Registration Number 2237325);

“Rate Card” means PRL’s current rate card from time to time in force available on the Website or on request from PRL;

“Services” means the warehousing, despatch, storage, inspection, delivery, collection, transfer, or management services and other services provided from time to time by PRL to the Customer in respect of the Goods; and

“Website” means www.privatereservesltd.com.

These Terms & Conditions form a contract in relation to the provision of the Services by PRL to the Customer (the “Contract”) and whilst PRL operates under the standard Conditions of Contract of the United Kingdom Warehousing Association February 2002 (UKWA) and the Road Haulage Association Limited Conditions of Carriage 1998 (RHA), attention is drawn in particular to the exclusions and limitations of liability contained in those conditions, as amended below. In the event of any inconsistency between those conditions and these Terms and Conditions, the latter shall prevail.

The Customer warrants to PRL that it is the owner of the Goods and has the right to enter into this Contract.

1. INSTRUCTIONS

1.1 The Customer shall provide PRL with accurate and timely information in the Instructions.

1.2 Instructions shall not be binding on PRL until:

1.2.1 Any and all duty and VAT payable in respect of the release of the Goods from storage has been paid to and received by PRL; and

1.2.2 actually received by PRL.

Once received, Instructions shall continue in full force and effect until cancelled or amended by the Customer in accordance with clause 1.6.

1.3 PRL may treat any Instructions as a new Instruction unless the Customer expressly notifies PRL that the Instructions in question are confirmation of earlier Instructions.

1.4 The Customer shall keep its password secure at all times and to prevent any unauthorised use of its account held with PRL.

1.5 PRL may at its absolute discretion and without incurring any liability whatsoever refuse to act on any Instructions for any reason.

1.6 PRL shall use its reasonable endeavours to act on requests from a Customer for the cancellation or amendment of any Instructions prior to their execution and reserves the right to charge an administration fee in the event that costs are incurred by PRL as a result of such cancellation or amendment.

1.7 In the case of any Goods which are to be stored under bond, the Customer shall notify PRL prior to or upon receipt of the Goods in question of the full purchase price for the Goods in order to enable HMRC to calculate the Value Added Tax payable when the Customer withdraws the Goods from bond.

2. RECEIPT OF GOODS

2.1 PRL can only accept Goods on behalf of the Customer where an Instruction has been received by PRL and the Goods are accompanied by valid, appropriate delivery documentation, failing which PRL shall be entitled to return the Goods to sender.

2.2 Unless expressly instructed to do so, PRL will not open any cases received by it in order to verify the contents.

2.3 At the Customer’s request, at the rate specified in the Rate Card, PRL will open cases to record and verify the labels match the description in the delivery documentation and the outside of the case and shall promptly notify the Customer of any discrepancies.

2.4 PRL will, at the Customers request and for a charge per case according to the Rate Card undertake a condition report which will entail retrieving the case(s) from storage, photographing the case contents and sending the photographs to the Customer.

2.5 In any event, PRL cannot and do not check the authenticity of bottle labels or liquid in bottles received and cannot and do not check the quality of the contents, including liquid, labels and corks and will not accept liability for any deterioration of the condition of the Goods whilst in PRL’s care.

3. COLLECTIONS

3.1 The Customer may supply PRL with Instructions for Goods to be collected in which case the Goods in question will be collected by PRL as soon as reasonably practicable. It is the responsibility of the Customer to package the Goods in a secure and suitable manner for transit. PRL shall have no liability for loss or damage however caused by incorrect packaging.

4. STORAGE

4.1 PRL reserves the right to charge an additional handling charge in accordance with the Rate Card in respect of any Goods stored by PRL which have not been purchased from Goedhuis & Company Limited (company registration number 1569585).

5. DELIVERIES & COLLECTIONS

5.1 Unless otherwise agreed in writing and subject to the Customer’s compliance with these Terms and Conditions, PRL’s standard delivery criteria is three days after Day Zero, excluding Highlands/Borders, offshore deliveries and certain difficult postcodes, details of which can be provided on request.

5.2 Deliveries are typically made between 8 a.m. and 6 p.m. Mondays to Fridays.

5.3 PRL will agree the date and time for collection with the bonded warehouse where the Customer’s wine is stored.

5.4 Orders requiring collection from PRL will be available for collection from PRL on the third Business Day after Day Zero. Any goods that have not been collected within three Business Days of the agreed collection date will be liable to be re-booked into stock in which case additional charges may apply in accordance with the Rate Card.

5.5 PRL will use all reasonable endeavours to fulfil Instructions within the delivery criteria specified in this clause 5. However PRL cannot accept liability for missed deliveries and reserves the right to alter delivery days by giving not less than 24 hours notice to the Customer.

5.6 PRL reserves the right to charge for redeliveries necessitated by the Customer’s absence on the agreed delivery date.

5.7 For export deliveries there will be a minimum seven day delivery period from Day Zero to the UK exit point.

5.8 It is a potential offence for PRL to deliver alcohol to an individual under the age of 18. PRL reserves the right to not deliver Goods where it believes the receiving person is under the age of 18.

5.9 The Customer shall be responsible for verifying that the Goods delivered are consistent with the Instruction and shall notify PRL of any errors, discrepancies, inconsistencies or deficiencies within 7 Business Days of receipt of the Goods in question.

6. CHARGES AND PAYMENT TERMS

6.1 PRL’s charges are set out on the Rate Card. Goods received or removed from storage during any year will be charged pro rata in respect of the remaining months of the Billing Year. However, the wines must be in storage for a minimum of 12 months and we will not credit any wines removed within the last 3 months of the storage year. Storage charges will apply up to the time of collection or dispatch with a part month treated as a full month. All charges specified are exclusive of VAT which is payable in addition, where appropriate, as defined by relevant VAT legislation.

6.2 All rates and charges will be subject to an annual review and any increases will be notified to the Customer prior to the commencement of the Billing Year.

6.3 Customers are required to make payments to PRL in full, without deduction, set off or counter claim within 30 days from the date of PRL’s invoice.

6.4 PRL reserves the right to refuse the release of Goods pending receipt of cleared funds to ensure that any outstanding debt owed by the Customer to PRL remains below the cost value of Goods in PRL’s possession.

6.5 If the Customer fails to make any payment due to PRL under these Terms and Conditions by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% above the base lending rate of The Bank of Scotland Plc from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment.

6.6 If PRL deliver and collect Goods on the same visit, the collection will be charged at 50% of the normal rate.

6.7 The Customer gives full authority and agrees that PRL may approach any third party in order to undertake credit references on the Customer at any time.

7. CLAIMS & LIABILITY

7.1 Where the Customer has failed to notify PRL of any shortage, discrepancy, inconsistency or deficiency in accordance with clause 5.9, PRL shall not be responsible for any shortage, discrepancy, inconsistency or deficiency brought to the attention of PRL at a later date.

7.2 Nothing in these Terms and Conditions shall limit or exclude PRL’s liability for:

7.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

7.2.2 fraud or fraudulent misrepresentation.

7.3 Subject to clause 7.2:

7.3.1 PRL shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with these Terms and Conditions; and

7.3.2 PRL’s total liability to the Customer in respect of all other losses arising under or in connection with these Terms and Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the fees for the complete Billing Year preceding the loss.

7.4 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms and Conditions.

7.5 This clause 7 shall survive termination of these Terms and Conditions.

7.6 PRL shall not be liable for any act or omission or delay or non-performance of any of its obligations caused by events beyond PRL’s power or control.

7.7 The Customer shall indemnify and hold harmless PRL against all damages, actions, claims, losses, costs (including all legal costs), taxes and expense that are suffered or incurred by PRL whether or not foreseeable or avoidable, which arise directly or indirectly from:

7.7.1 any breach or alleged breach by the Customer of these Terms and Conditions, or

7.7.2 fraudulent activities of, or misuse by the Customer, their employees, representatives or agents or persons and or parties passing themselves off as the Customer, their employees representatives or agents; or

7.7.3 incomplete, incorrect or inaccurate Instructions supplied by the Customer; or

7.7.4 the Customer’s failure to pay any duty and VAT in accordance with clause 1.2.

7.8 PRL shall not be in breach of this Contract in the event of failure to make the Website available due to circumstances beyond its control.

8. INSURANCE

8.1 Whilst in the custody or control of PRL, the Goods will be insured for “All Risks” of accidental physical loss and or damage, subject to standard policy terms conditions and acceptance which will contain exclusions, details of which are available on request (the “Policy”).

8.2 Subject to clause 7.3.2, PRL’s liability for any accidental physical loss or damage shall be limited to replacing the Goods, where possible, failing which the market value of the Goods.

8.3 The Policy is intended to cover Customers for loss of Goods incurred during “day to day” business activities and not a major loss caused by some catastrophic occurrence. In the event of a claim exceeding the total sum insured, Customer’s claims will be settled pro-rata in the proportion that the value of each Customer’s Goods claim bears to the amount recovered under the Policy.

8.4 In the event of the Customer being in breach of PRL’s payment term, the Policy will automatically cease to apply to the Goods without any notice to the Customer. PRL’s failure to enforce this right shall not be construed or implied that PRL has previously or currently waived its rights to withdraw the Policy in accordance with this clause.

9. MIXED CASES

9.1 PRL accepts “mixed cases” for storage at case rates where permitted by HMRC in which case, the Goods in question will be photographed on arrival with PRL for insurance purposes.

10. TERMINATION

10.1 Without limiting its other rights or remedies, PRL may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.2 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party one months’ written notice.

10.3 On termination of the Contract for any reason:

10.3.1 the Customer shall immediately pay to PRL all of PRL’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, PRL shall submit an invoice, which shall be payable by the Customer immediately on receipt

10.3.2 Subject to clause 11, PRL shall return all of the Goods to the Customer at the Customer’s expense;

10.3.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

10.3.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

11. RIGHT OF LIEN

11.1 PRL shall be entitled to retain sufficient Goods at all times to cover all outstanding monies owed by the Customer to PRL. In the event of failure by the Customer to pay any amount due to PRL, PRL may, without prejudice to its other rights and remedies against the Customer, give notice in writing to the Customer of its intention to sell or otherwise dispose of the Goods in question and, if no remedial action is taken by the Customer within 14 days of the date of such notice, PRL will be entitled to sell or otherwise dispose of the Goods in question. The proceeds of the sale or disposal shall be remitted to the Customer after deduction for all expense (including an administration charge) and all amounts due to PRL from the Customer.

11.2 In the event PRL has given notice to the Customer to remove any of the Goods from the custody or control of PRL (notice in accordance with condition 7(1) of UKWA having been given) and the Customer has failed to remove the Goods in question within 6 months of the date of such notice, PRL may give notice in writing to the Customer of its intention to sell or otherwise dispose of the Goods in question and, if no action is taken by the Customer within 28 days of the date of such notice, PRL will be entitled to sell or otherwise dispose of the Goods in question. The proceeds of the sale or disposal shall be remitted to the Customer after deduction for all expense (including an administration charge) and all amounts due to PRL from the Customer.

12. REMOVAL OF GOODS

12.1 The Customer may at any time remove the Goods from PRL’s possession, provided all monies due to PRL by the Customer have been paid in full prior to the final release of Goods by PRL together with and suspended duty and VAT.

13. ASSIGNMENT AND SUBCONTRACTING

13.1 Neither party may assign this Agreement without the prior written consent of the other. PRL shall be entitled to subcontract its obligations under this Agreement.

14. PRL’S ON-LINE CONDITIONS OF USE

14.1 The Customer shall not do or cause or permit anything to be done that may infringe, damage or endanger any intellectual property right of PRL. Use of the Website is at the Customer’s own risk.

14.2 Whilst PRL will take all reasonable steps to ensure the information contained on the Website is accurate, no warranty of any kind is given regarding the Website, its availability and/or any data provided on it. PRL does not warrant the availability, accuracy, completeness, currency or reliability of the content or data on the Website. PRL disclaims and excludes (to the extent permitted by applicable law) all warranties and conditions (including implied warranties and conditions) of satisfactory quality, fitness for a particular purpose and on-infringement and those arising by statute or otherwise in law or during a course of dealing or usage of trade.

14.3 PRL reserve the right to suspend or terminate the Customer’s account if it reasonably appears to PRL that the Customer is in breach of these Terms and Conditions.

14.4 All Website design, text, graphic, code and software on the Website is the property of PRL or its licensors. Unless prior written agreement is obtained from PRL no Website data or content found, other than the Customer’s Goods data, may be reproduced, republished, distributed, posted, sold, transferred, linked to or modified. Use of the Website should not be construed as granting by, implication, estoppel or otherwise, any licence or right to use any of the trade marks without PRL’s prior written permission. All intellectual property rights (including but not limited to, patent, copyright, database rights, registered design, trade mark, trade name, know-how or industrial or intellectual property rights) and goodwill in and relating to the Website (including all components developed and produced for the Website including any up-dates, format, art direction, web design and content) shall be owned by PRL. All third party owned trademarks are acknowledged.

15. COMMUNICATIONS

15.1 Any notice or other communication required to be given by PRL or the Customer shall be in writing in the English language and shall be addressed as provided hereunder and may be:

15.1.1 personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or

15.1.2 if within the United Kingdom, sent by first class pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of positing; or

15.1.3 sent by e-mail, in which case it shall be deemed to have been given when despatched, provided that any notice despatched by e-mail after 5 pm at the place where such e-mail is to be received on any day shall be deemed to have been received at 9 o’clock am on the next Business Day.

Either PRL or the customer may notify the other of any change to its address or other details in writing provided that such notification shall be effective only on the date specified in such notice and provided also that any new address shall be in the United Kingdom.

16. EFFECTIVENESS OF TERMS & CONDITIONS

16.1 These Terms and Conditions take effect from 20 September 2010 and supersede all previous versions that are not null and void.

16.2 Receipt of Goods by PRL and or use of PRL’s Website is classed as acceptance of these Terms and Conditions by the Customer, unless otherwise agreed in writing by PRL.

16.3 PRL reserve the right to alter these Terms and Conditions subject to 28 days notice being given to the Customer.

16.4 These Terms & Conditions are the complete and entire agreement between PRL and the Customer and supersede any prior understanding or agreements (whether oral or written) regarding the subject matter. Should there be inconsistency or conflict between these Terms & Conditions and other published information or data, then these Terms & Conditions will superseded any such information.