1. THESE TERMS
1.1 These terms and conditions (“Terms”) apply to any storage, custodianship or similar services provided by us, MANN FINE WINE LTD a private limited company registered in England & Wales with company registration number 13703129 incorporated and registered in England and Wales whose registered office is at Hideaway Copthurst Lane, Whittle Le Woods, Chorley, Lancashire, England, PR6 8LR (“We” or “Us”) to you, the customer (“You”).
1.2 We will not be bound by any other terms and conditions which you may supply or seek to impose on us.
2. Placing wines into storage
2.1 In order to place wines in our storage facility you will need to notify us:
(a) When agreeing to buy the wines, where you opt for us to store wines you have bought from us; or
(b) We only store wines purchased directly from Mann Fine Wines. At our discretion, we may accept wines bought from other sources. If we do accept these, we require at least 72 hours in advance of sending the wines to us for storage.
2.2 For high volume or large requests we may require more than 72 hours’ notice.
2.3 Unless we have agreed to arrange for collection or we have sold the wines to you and are placing the wines immediately into storage, you will be responsible for sending the wines to us for storage. You will also be responsible for insuring the wines in transit unless we agree to collect the wines. We reserve the right to apply a receiving charge to receive and/ or collect wines for storage from you.
2.4 Please note that we will not inspect wines when sent to us for storage. We will not take any steps to verify the authenticity, provenance, quality or condition of the wines when placing them in our storage facility or while storing the wines. We may (at our sole discretion) agree to carry out such an inspection and to supply a condition report to you but such services will be subject to additional charges and terms.
2.5 If you have purchased the wines from us and we have agreed to store them on your behalf then we will arrange for them to be delivered to and placed in our storage facility.
3. Taking wines from Storage
3.1 You will be entitled to collect any wines we are holding in storage for you by giving us at least 72 hours prior written notice. For high volume or large requests we may require more than 72 hours’ notice.
3.2 All fees and charges owed to us must be settled in full before you will be permitted to remove wines from storage. Where wines are held in a bonded storage facility (duty unpaid) you may be required to pay duty and VAT on the wines in order to remove them from the facility.
3.3 You agree to attend the facility and collect the wines on the date agreed. We may agree, as your agent, to arrange for delivery of the wines to you, in which case you will be responsible for all delivery costs.
4. How we store the wines
4.1 You agree that our storage facility is owned and operated by a third party (currently Octavian Wine Services).
4.2 We agree that your wine will be stored:
(a) In the United Kingdom;
(b) In a monitored storage facility;
(c) In storage conditions relating to temperature and humidity which are appropriate given the nature of the wines being stored;
(d) In the appropriate orientation (i.e. horizontally or vertically).
5. Fees and charges
5.1 Our fees and charges for storage will be set out on our website. These fees and charges will be specified as an annual fee and may change from year to year.
5.2 Please note that we will invoice for our storage fees bi-annually.
5.3 Our storage fees will be charged on the basis of a charge for each case of wine (or part thereof) per year (or part thereof).
5.4 Your obligation to pay our storage charges for a case of wine will commence on the date we have agreed to store the wine, or, if we have agreed to a complimentary free-storage period the date the free-storage period expires.
5.5 Our minimum charge for storage for each case or part thereof is equal to the annual fee and accordingly we will not refund any unused portion of an annual storage charge.
5.6 You agree to discharge the cost of any unpaid storage before removing any wines from storage. If we have not yet invoiced for a period of unpaid storage then we reserve the right to issue an invoice when you ask to remove the wines from storage and this invoice will be immediately due for payment.
6. Ownership and insurance
6.1 You will retain ownership to all of the wines we hold on your behalf at our storage facility, subject always to our rights under clause 7 below.
6.2 We agree to arrange for the wines held on your behalf to be insured at the lower of replacement or market value. Please note that the insurance will be provided by a third party insurer and will be subject to various exclusions and limitations. We will supply a copy of these exclusions and limitations to you on request. You agree that we will not be liable for the replacement cost of any wines where any loss or damage is for any reason not covered by our insurance. In particular the insurance will not cover the following types of loss:
(b) Damage arising from inherent defects in the goods, wear and tear, gradual deterioration, the action of light, atmospheric or climatic conditions;
(c) Losses arising from a defect in your title to the wines or any previous or future owner;
(d) Any damage which amounts to lost profit or indirect and consequential losses;
(e) Damage caused by your wilful misconduct, dishonesty or deliberate act or omission
(f) Damage arising from radioactivity, terrorism, aircraft pressure waves, war and civil commotion, strikes, riots and commotion and similar risks.
7. Unpaid fees
7.1 In the event that any amount is owing from you to us (whether that amount arises under these storage terms or for the purchase of wines from us or otherwise) then you agree that we will have the right to dispose of the wines we are holding on your behalf in order to settle the amount you owe to us in accordance with the following terms.
7.2 We will be entitled to charge interest on any sums owing to us at the rate of 5% above the base rate of the Bank of England from time to time.
8.1 In the event that any amount is owing from you to us (whether that amount arises under our terms of sale, these storage terms or otherwise) then you agree that we will have the right to purchase any of your wines which are held by us at a price governed by these terms in satisfaction of your liabilities. We will then be free to sell or otherwise deal with the wines.
8.2 In order to exercise our right to purchase wines we hold for you to satisfy your liabilities to us we will send written notice to your last known invoice address of our intention to purchase the wines. Seven days after sending such notice we will be entitled to take ownership and possession and (at our discretion) dispose of some or all of your wines which are held by us.
8.3 Upon purchasing the wines, we will credit you with 80% of the market value of the relevant wines (the “credit amount”). Market value will be assessed based on our list prices or by making reasonable enquiries and will be assessed on the date which falls seven days after the notice referred to in clause 8.2 is sent by us.
8.4 We will set the credit amount off against any sums you owe to us (including any interest owed). If the credit amount exceeds the sums you owe to us we will account to you upon request for any excess but we will not be obliged to pay interest on such excess. After we have credited you with the credit amount we will hold title to the relevant wines and we will be free to dispose of those wines at our discretion and we will not be required to account to you for any further sums received by us for those wines.
8.5 If any balance remains outstanding owing to us after we have purchased the wines and credited the credit amount to you then the balance shall remain payable by you.
8.6 Our right to purchase wines we hold for you to satisfy your liabilities does not affect any other remedies we may have.
8.7 You agree that given that the credit amount represents the typical price we would pay for the relevant wines, and given the existence of fluctuating demand and prices for wines the above terms are reasonable.
8.8 After we have purchased wines in accordance with this clause you will remain liable for any amount that remains outstanding and interest will continue to accrue at the rate of 5% above the base rate of the Bank of England applicable for the given period.
9.1 Our liability in connection with these terms and conditions is limited to:
(a) In the case of loss or damage to the wines the lower of market value and replacement cost; and
(b) In any other case an amount equal to the total fees and charges paid by you for storage in the previous 24 months.
9.2 This does not include or limit in any way our liability to the extent that it may not be excluded or limited as a matter of law.
9.3 We agree to hold and store the wines only and, for the avoidance of doubt, we will not be liable for any maturing, ageing, decomposition or deterioration of the wines unless such damage arises directly as a result of our breach of clause 4.
9.4 We are not responsible for advising you about maturation dates or ideal drinking windows for the wines (which are in any event, subjective) nor are we obliged to provide you with any outside information relating to the wines held by us including financial, price or market information.
9.5 We are not liable for any indirect or consequential loss or damage or for any loss of data, profit, anticipated savings, reputation, bargain, opportunity, revenue or business however caused, even if foreseeable.
9.6 We will not be liable for any failure to perform our duties under or in connection with this agreement for any reasons which are beyond our reasonable control. This may include any failure on the part of our designated keeper or facility which is outside of our control, as well as strikes, lockouts or other industrial action; civil commotion, riot, invasion, war, threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster.
10. Force Majeure Event
10.1 A “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation:
(a) Acts of God, flood, drought, earthquake or other natural disaster;
(b) Epidemic or pandemic;
(c) Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) Nuclear, chemical or biological contamination or sonic boom;
(e) Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) Collapse of buildings, fire, explosion or accident;
(g) Any labour or trade dispute, strikes, industrial action or lockouts;
(h) Non-performance by suppliers or subcontractors; and
(i) Interruption or failure of utility service.
10.2 If you or us are prevented, hindered or delayed in or from performing any of our obligations under this agreement by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations.
10.3 The Affected Party shall:
(a) As soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b) Use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
10.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than six (6) months, the party not affected by the Force Majeure Event may terminate this agreement by giving two (2) weeks written notice to the Affected Party.
11. Covid-19 and other public health emergencies
11.1 Both Parties enter into this agreement in the knowledge that there is a risk of further disruption to the ongoing Covid-19 pandemic. Both parties agree that there is a risk that further restrictions may be imposed by the government and/or public health bodies for public health reasons with minimal notice. This clause is applicable if the Services cannot be provided as planned for one or more of the following reasons (the following list is not exhaustive), as a result of further public health concerns:
(a) A government restriction on the provision of the Goods in their entirety;
(b) Public health guidance on social distancing that means that the Supplier will no longer be able to utilise its employees;
(c) Public health guidance and/or government restrictions on travel that result in the Supplier’s employees being unable to go to their respective offices, the premises, or their required work location; and/or
(d) Any other public health guidance that leads to employee shortages for the Parties.
11.2 Unless both Parties agree otherwise, if the Services are postponed under this clause or clause 10.1, the Parties agree to uphold the terms and conditions of this agreement, subject to unavoidable impacts caused by Coronavirus or a Force Majeure Event as set out in clause 10.1 above.
11.3 Should the Parties breach any either national or local government law regarding social distancing, permissible gatherings or any pandemic legislation current at the time of breach then each Party will be liable in full for any fines or penalties incurred by themselves.
12.1 We reserve the right to alter these terms and conditions at any time. Any such changes will take effect when posted on our website. It is your responsibility to read the terms and conditions on each occasion the website is used or products ordered. Your use of the website or your agreement to place wines in storage with us shall signify your acceptance to be bound by these latest terms and conditions.
12.2 If any provision of these terms and conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected.
12.3 We will not be liable for any failure to meet our obligations occasioned by circumstances beyond our reasonable control.
12.4 These terms and conditions shall be governed by the laws of England and Wales and you agree to the exclusive jurisdiction of the courts of England and Wales.
Last updated 24.11.21