General Terms And Conditions

Updated 04 November 2024

DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation in this clause apply in this agreement.

DEFINITIONS:

"Account" means your online account with the Vendor;

"Account Terms of Use" means the terms and conditions of use relating to Accounts, available at: https://decantgroup.com/terms-of-use;

"Bid" means a bid for Casks to be held on bond that has been submitted by the Buyer via the Vendor's website and accepted by the Vendor in accordance with clause 4;

"Buyer" means the purchaser of the Cask(s);

"Casks" means the liquid contents of whisky, whiskey or rum matured in casks and as further detailed in the Order or Bid Acceptance Notification;

"Commencement Date" means the effective date of this agreement as being the date of the purchase as stated in the Order or Bid Acceptance Notification;

"Confidential Information" has the meaning given at clause 22;

"Encumbrance" means any standard security, mortgage, pledge, lien, charge, trust, assignment by way of security or any other security interest whatsoever;

"Order" means an order for Casks that has been submitted by the Buyer via the Vendor's website and accepted by the Vendor in accordance with clause 4;

"Price" has the meaning given in clause 5.1;

"Private Customer" means a customer who is not a Trade Customer;

“Receipt” in respect of any payment means receipt in cleared and immediately available funds;

"Trade Customer" means a customer who purchases Cask(s) with a view to resale in the ordinary course of its business and/or who the Vendor notifies is classified as such;

"UK GDPR" has the meaning given to that term in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

"Vendor" means Decant Group Limited (trading simultaneously as Whisky Partners, House of Decant, and Decant Index), a company registered in England and Wales under company number 12348943 and having its registered office address at 105 Piccadilly London W1J 7NJ;

"Vendor Policies" means the Vendor's cookies policy, Account Terms of Use, website terms of use policy and privacy policy, as may be updated from time to time;

"Warehouse" means the secure, HMRC-bonded warehouse or warehouses where the Casks are stored;

"Warehouse Keeper" means the legal entity with responsibility over the Warehouse and its contents; and

"Warehouse Costs" means the costs payable by the Buyer directly to the Vendor in connection with the storage of (and associated services relating to) the Casks at the Warehouse, as set forth in the Order.

INTERPRETATION

A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time;

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and

The Vendor and Buyer may collectively be referred to as the "parties" or individually as a "party".

BACKGROUND

The Vendor owns the Cask(s).

The terms and conditions of this agreement shall apply to all Orders and Bids.

The Vendor shall facilitate storage of the Cask(s) in the Warehouse on behalf of the Buyer, in accordance with a separate agreement between the Vendor and the Warehouse Keeper. The Buyer shall pay the Vendor for such storage services in accordance with the relevant provisions of this agreement.

CASK SALE AND PURCHASE

Subject to the terms and conditions of this agreement, the Vendor as the sole legal and beneficial owner of the Cask(s) has agreed to sell the Casks to the Buyer and the Buyer agrees to purchase the Cask(s), free from any Encumbrances.

Cask(s) are offered for sale under bond, unless otherwise agreed by the Vendor.

The Cask(s) shall remain at the Warehouse until such time as the Buyer instructs their removal.

The Buyer can access details relating to the Casks it purchases from the Vendor, via its Account. Access to the Account will be subject to the Vendor's Account Terms of Use.

ORDERS AND BIDS

This agreement applies to the purchase of Casks by a Buyer from the Vendor and shall apply to purchases facilitated through either:

the placement of an Order by a Buyer; or

a Buyer placing a Bid and receiving a Bid Acceptance Notification.

Orders

The Vendor shall confirm they have received the Order and contact the Buyer to confirm acceptance of the Order.

Each Order shall be deemed a contract and the terms of this agreement shall apply to each Order.

The Vendor may reject Orders, examples include but are not limited to the following reasons:

a Cask is unexpectedly out of stock;

a credit reference obtained is unsatisfactory;

the age of the Buyer cannot be verified; or

the Casks were mispriced by the Vendor.

In the case an Order is rejected or cancelled, the Vendor shall refund any amount already paid to the Buyer.

The Vendor shall assign an order number to the purchase and inform the Buyer of this order number when the Order is accepted.

If the Buyer wishes to change their Order they must contact the Vendor immediately. The Vendor shall confirm if the change to the Order if possible, however, this may not always be possible. If:

the change is possible, the Vendor shall inform the Buyer of any changes to the Price of the Order and anything else which would be necessary as a result of the requested change and confirm the Vendor wishes to continue with the change;

any change or consequence is unacceptable to either party, the Vendor shall cancel the Order and refund any amounts already paid by the Buyer.

The Buyer shall pay the purchase price corresponding to the Order within three (3) days following confirmation of an Order by the Vendor. If the Buyer fails to pay for the Cask(s) within this timeframe then the Vendor may at its sole discretion reject the Order and re-list the Cask(s).

Bids

The Buyer acknowledges that by placing a Bid each Bid submitted is irrevocable, binding and cannot be amended or corrected.

The Buyer acknowledges that if a Bid is accepted by the Vendor the Buyer is legally obligated to pay the full amount of the winning Bid.

Each Bid must meet or exceed the minimum bid amount that is specified for that lot.

The highest Bid placed on any Cask(s) at the time of which the bidding process closes will be deemed the winning bid, assuming that such winning bid is greater than any optional reserve price that has been set by the Vendor. The Buyer will receive an email notification of any winning Bid and whether it meets the reserve price if appropriate.

The Vendor reserves the right to the fullest extent legally permissible to accept or reject any Bid made by the Buyer at the Vendor's sole discretion and the Vendor reserves the right to alter any reserve price and to withdraw any lot prior to its acceptance of a Bid.

Bids will only be deemed to be accepted by the Vendor when the Vendor issues a formal notification of acceptance to the Buyer by email or via the Buyer's Account ("Bid Acceptance Notification"). The Vendor's notification will include details in relation to the lot, the accepted Bid amount, and the deadline for payment.

Payment must be made by the Buyer, in full, for the price of Cask(s) purchased within three (3) days following the Bid Acceptance Notification. Any monies owed to the Vendor after this will incur late payment interest at a rate of 2% above the prevailing Bank of England's base rate on the outstanding balance until such time as the balance is paid in full and final settlement. If the Buyer has not made payment for the Casks within three (3) days following the Bid Acceptance Notification the Vendor retains the right to cancel the contract of any unpaid Cask(s), without any liability to the Buyer. The Vendor also retains the right to re-sell unpaid Items, which are held as stock, in future sales and Bids.

The Vendor reserves the right to offer any Cask(s) to the second-highest bidder in the event of a cancelled contract.

Age verification applicable to both Orders and Bids

Buyers may only purchase Casks if they are at least 18 years old (or, if older, the minimum legal drinking age in the Buyer's jurisdiction). The Vendor shall carry out age verification checks prior to acceptance of any Order and / or Bid and reserves the right to reject or cancel Orders and / or Bids if the Vendor is not satisfied with the age verification checks carried out.

PRICE AND PAYMENT

The total consideration payable for the Cask(s) shall be the amount stated in the Order or the Bid Acceptance Notification (the "Price").The Price shall be apportioned amongst the Cask(s) on the basis set forth in the Order or the Bid Acceptance Notification. The Price covers the cost of the Cask(s) only, and expressly excludes and (for the avoidance of doubt) the Vendor shall have no obligations in respect of:

the cost of bottling;

any other after-sale service costs, including regular inspection of the cask for signs of leakage during that time, repair of any cask found to be leaking, sample analysis, re-gauging services;

insurance and storage / Warehouse service costs (which shall be payable separately and in advance); and

duty and VAT, both of which become payable by the Buyer at the prevailing rates once the Cask is removed from the Warehouse.

The Vendor shall invoice the Buyer annually for applicable insurance costs and the Warehouse Costs in respect of the Cask(s). Such invoices shall be payable within 30 days of the date of the relevant invoice.

Payment shall be made in Pounds Sterling and can be made either directly through the Buyer's Account with the Vendor, or by any other valid payment method acceptable to the Vendor from time to time.

All amounts due under this agreement from the Buyer to the Vendor shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Without prejudice to its other rights and remedies, the Vendor reserves the right to charge interest on any overdue payments in respect of Warehouse Costs at the rate of four per cent per annum above the Bank of England base rate from time to time.

If the Buyer disputes an invoice, or an amount payable to the Vendor under this agreement, the Buyer must promptly notify the Vendor of this. If the Buyer only disputes part of an invoice, it shall pay the undisputed amount in accordance with the terms of this agreement on the due date for payment. If the parties are unable to resolve the dispute between them, they may refer it to be finally resolved by an independent expert.

VAT AND TAX

VAT and duty is not chargeable at the time of purchase as the spirit will remain under bond.

Excise duty and VAT is chargeable when a Cask is released from bond.

The Buyer will be charged VAT on the release of the Cask(s) in a bonded Warehouse in accordance with HMRC rules prevailing at the Commencement Date. Any change in duties, tariffs or other taxes which arise because of changes in laws will be the responsibility of the Buyer.

For the avoidance of doubt, the Buyer will be charged VAT on the bottling cost and any excise duty (the tax on the % of pure alcohol payable to HMRC in the UK) which would become payable when a Cask leaves bonded status.

The Vendor may require the Buyer to confirm if the purchase of the Casks is made for private or commercial purposes at the time the Order or Bid is placed. If the Buyer is a 'revenue trader' as defined by Warehousekeepers and Owners of Warehouse Goods Regulations ("WOWGR") and are purchasing Casks for commercial purposes the Buyer must ensure that they have the appropriate approval and registration to own the Casks to be stored in the Warehouse. The Buyer will be required to confirm their WOWGR registration when placing the Order or Bid.

The Vendor does not store or process any payment card details and the Buyer acknowledges that such information is processed securely on behalf of the Vendor by the Vendor's third-party payments provider. All such payments will be processed in compliance with Payment Card Industry Data Security Standard.

To ensure that the Buyer's payment card is not being used without its consent, the Buyer acknowledges that the name, address and other personal information supplied by the Buyer during the order process may be validated against appropriate third-party databases. By purchasing the Cask(s), the Buyer hereby consents to these, and similar, checks being carried out. All information provided by the Buyer will be treated securely and strictly in accordance with the Data Protection Act 2018 (as amended from time to time) and any other relevant data protection law. However, the Buyer acknowledges that the Vendor may refer any information which appears to be fraudulent or unlawful to relevant third parties such as police or other enforcement authorities, banks or credit card companies as may be appropriate.

The Buyer and the Vendor shall each comply promptly and in full with the anti-money laundering, know-your-client and other regulatory requirements of their respective banks and official revenue authorities as required in order to facilitate the timely payment and receipt in cleared and immediately available funds of the Price, including the provision of such documentary evidence and in such form as the said banks and authorities may require.

Receipt of payment of the Price by the Vendor shall satisfy the Buyer's payment obligations under this agreement.

RIGHT OF RETENTION

Without prejudice to the Vendor's other rights and remedies, the Vendor reserves the right to decline to release Cask(s) held on the Buyer's Account if and for so long as any amount due to the Vendor, however incurred, is outstanding on the Buyer's Account. In any such case the Buyer will remain fully liable for Warehouse Costs and storage charges until it has cleared its Account.

TITLE AND RISK

On receipt of payment of the Price, ownership of and title to the Casks shall pass from the Vendor to the Buyer and the Vendor shall undertake the title transfer measures set out in clause 11.1.

The risk of damage to or loss of the Casks shall transfer from the Vendor to the Buyer on receipt of payment of the Price.

INSPECTION

Prior to payment of the Price, the Vendor shall provide the Buyer with the opportunity to visit the Warehouse where the Casks are stored for the purposes of inspecting the Casks.

BOTTLING

The Buyer shall have the right to determine, at its sole discretion, when it wishes the contents of the Cask(s) to be bottled. For the avoidance of doubt, (a) the Buyer shall hold the right to select an independent bottler of its choosing and the terms and conditions and applicable charges for bottling services shall be subject to a separate written agreement to be entered into between the Buyer and the independent bottling provider and (b) the Vendor shall have no obligations in respect of the bottling of the contents of the Casks.

OBLIGATIONS

THE VENDOR'S OBLIGATIONS

On duly and timely receipt of payment of the Price, the Vendor shall:

transfer full legal and beneficial title in the Cask(s) to the Buyer, with full title guarantee, free from any Encumbrances;

instruct the Warehouse where each Cask is stored to update the delivery order to record the Buyer's legal title to the Casks; and

provide the Buyer with written confirmation that the changes listed in clause 11.1.2 have been made and to provide a certificate of title for the Cask(s) to the Buyer once all casks have been filled, in order to evidence the Buyer's ownership of the Cask(s) and to inform the Warehouse of the change in Cask ownership.

The Vendor shall at the request of the Buyer at any time following receipt of payment of the Price and prior to the expiry of five (5) years thereafter, execute or procure the execution of such documents or procure the doing of such acts and things as the Buyer may reasonably require for the vesting of the Casks in the Buyer or otherwise giving the Buyer the benefit of all the provisions of this agreement.

BUYER OBLIGATIONS

The Buyer shall pay the Price in accordance with clause 4.

By purchasing the Casks, the Buyer warrants to the Vendor that:

the Buyer is of legal age to purchase alcohol in the Buyer’s country of residence;

the Buyer has the power and authority to enter into and perform this agreement and to carry out the transaction contemplated hereunder and that in entering into this agreement, the Buyer shall not be in breach of any existing obligation, applicable legislation or other applicable law; and

the sale of any Casks to the Buyer is conditional upon the Buyer’s compliance with mandatory legal compliance checks including anti-money laundering and anti-corruption checks, which shall include the Buyer providing the Vendor with certain information relating to the Buyer on the Vendor's reasonable request.

INSURANCE AND STORAGE

The Casks will be stored at the Warehouse until such time as the Buyer instructs the removal of the Casks and/or otherwise instructs a third-party to bottle all or part of the contents of the Casks.

The Casks will be stored in Scotland under bond, which means that UK excise duty and VAT shall be paid by the Buyer at bottling of the Casks.

The Buyer acknowledges and agrees that:

the volume of the Casks will have and will continue to evaporate each year from the original date that the Cask was filled. This is an entirely natural uncontrolled ageing process known as “The Angel’s Share”, which is wholly dependent on weather conditions and is due to the wood used in the manufacture of the Cask. The Vendor will not be responsible for the value or replacement of any contents of the Casks lost due to the natural evaporation process;

the volume of the Casks may decrease during the final Cask disgorging and bottling processes,

and the Buyer agrees that any risk in reduction in bulk volume shall be assumed by the Buyer and it will have no claim or action against the Vendor in respect of (1) any such Angel's Share reduction in volume; (2) any industry standard reduction in volume during the bottling process (other than due to negligence); and/or (3) reduction in strength.

The Buyer acknowledges and agrees that once title and risk to the Casks have passed to the Buyer in accordance with clause 7 above, it is the responsibility of the Buyer to insure, or make arrangements for the insurance of, the Casks.

CASK SPECIFICATION

The Vendor shall make all reasonable efforts to ensure that all descriptions and graphical representations of Cask(s) provided by it correspond to the actual Cask(s). The Buyer acknowledges, however, that any images and descriptions in any brochures or on the Vendor's websites are produced for the sole purpose of giving an approximate idea of the Cask(s) and shall not form part of this agreement and shall have no contractual force. This does not exclude any liability for the Vendor's negligence, fraud or fraudulent misrepresentation.

The Buyer acknowledges that the Cask(s) are perishable and may age and develop in a non-uniform manner and, despite the fact that the Vendor purchases the Cask(s) and stores them in optimal conditions it may nevertheless, for reasons outside of the Vendor's control, be corked or otherwise out of condition and the Vendor shall have no liability to replace the Cask(s) or refund the price for the Cask(s) for subjective judgements in respect of quality and drinkability, in which case the provisions in this agreement relating to returning faulty Cask(s) shall not apply.

INVESTMENT AND FUTURE VALUE

The Buyer acknowledges that:

any projections given by the Vendor on the future value of the Casks, implied or otherwise, should be seen as potential returns only. The Vendor provides no warranties or guarantees on the future value of a Cask and provides no tax advice to the Buyer. The Buyer acknowledges that it should take separate professional advice before placing any reliance upon projections on future value of the Casks;

the Vendor is not authorised to give financial or investment advice under Financial Services legislation, nor is the Vendor regulated under such legislation. Any reliance which the Buyer places upon the Vendor's advice, communications and/or published information (on the Vendor's websites or otherwise) is entirely at the Buyer's own risk and the Vendor shall not be held responsible or liable in respect of any losses which the Buyer incurs as a result of such reliance. The Buyer is strongly recommended to take professional legal, financial and/or tax advice (as appropriate) prior to making any investment decisions relating to the Cask(s);

all information contained in the Vendor's marketing materials or its websites is not intended to be an offer to buy or sell securities, and the Vendor's websites should not be regarded as an offer of solicitation to conduct investment business of any investment or activity regulated by the Financial Conduct Authority (FCA); and

the Vendor is not required to be authorised or regulated by the FCA and whisky, whiskey and rum are not an investment of a specified kind within the scope of the Financial Services and Markets Act 2000 nor are they a controlled investment subject to Section 21 of the Financial Services and Market Act 2000 and the Financial Promotion Order. Any and all information provided by the Vendor relates to rum, whisky, whiskey, spirits or wines and its value and the Vendor does not deal with “options”, futures or any regulated investments of a specified kind under the Financial Services and Markets Act 2000. No information provided should be deemed by the Buyer to constitute the provision of financial investment or other professional advice subject to regulation under the Financial Services and Market 2000.

The Buyer accepts that:

investment in the Casks is not regulated by any regulatory body or authority and involves a large degree of risk and knowledge. Therefore, the nature of the Casks purchased on the Vendor's websites are speculative in nature;

the price of the Casks may decrease or lose its value completely. Investment in the Casks should be considered a medium or long-term investment; and

there is a risk that the Buyer can lose its investment for a number of reasons, including, without limitation, the demand for the Casks falling or the Casks deteriorating (being a perishable item). The Buyer acknowledges this risk and the fact that it should not invest money if it cannot afford to lose it or tie its money for medium or long periods of time.

FORCE MAJEURE

The Vendor shall not be liable for any failure to perform, or delay in performance of, any of its obligations under this agreement with the Buyer that is caused by events outside the Vendor's reasonable control (“Force Majeure Event”) as stipulated under clause 15.2below), nor any loss and/or damage arising from any such Force Majeure Event.

A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond the Vendor's reasonable control and includes, in particular (without limitation), explosion, storm, earthquake, subsidence, pandemic, epidemic or other natural disaster, act of war, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport and impossibility of the use of public or private telecommunications networks.

TIME LIMITS

The Buyer acknowledges that any indication as to when an order of Cask(s) will be delivered (if applicable) is an estimate only. Such estimates are given by the Vendor in good faith, and the Vendor will use reasonable endeavours to meet them. The Vendor shall not, however, be liable for any failure to deliver at the estimated time.

Where any obligation under this agreement is expressed to require performance within a specified time limit that obligation shall continue to be binding and enforceable after the expiry of that time limit if the party so obliged fails to perform that obligation within that time limit (but without prejudice to all rights and remedies available against such party by reason of such party's failure to perform that obligation within the timelimit).

WARRANTIES

Each party warrants and represents to the other that the warrantor holds the full capacity and authority and all necessary consents to enter into this agreement.

TERM, TERMINATION AND CANCELLATION

This agreement shall take effect on the Commencement Date and shall continue until all the rights and obligations of the parties have been discharged or unless terminated earlier in accordance with clauses 18.2 - 18.5.

The Buyer or the Vendor may terminate this agreement immediately by written notice to the other if the other commits a material breach of this agreement which (in the case of a breach capable of a remedy) it does not remedy within thirty (30) days of receiving written notice of the breach.

If the Price is not paid within the timeframes specified in clause 4.8 (Orders) and clause 4.15 (Bids) then (without prejudice to the Vendor's other rights and remedies) the Vendor reserves the right to terminate this agreement and the Vendor may release the remaining Cask(s) for sale to third parties.

Either party may terminate this agreement immediately by written notice if a party ceases to carry on its activities, becomes unable to pay its debts when they fall due, becomes insolvent or apparently insolvent, has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction) or enters into liquidation whether compulsorily or voluntarily or shall suffer any analogous event under any jurisdiction which it is subject to.

The Buyer may cancel its order for Casks and/or return an order (and terminate this agreement):

if the Cask(s) are faulty or misdescribed;

if the Buyer changes its mind (and informs the Vendor of this, within the relevant statutory cooling-off period, which at the Commencement Date, is 14 days) – though the Buyer acknowledges that this right may not be exercised in relation to any bespoke or customised Cask(s), any Casks purchased by a Bid or in relation to any services already performed;

if the Vendor has informed the Buyer about an upcoming change to the Cask(s) or any terms and conditions which continue to apply (e.g. in relation to their storage) to which the Buyer does not agree,

and in such circumstances, the Vendor shall refund the Buyer for the amount of the Price paid by the Buyer for the Cask(s) up to the date of termination (and such refund shall be paid to the Buyer as soon as possible and within fourteen days of the effective date of termination).

Termination of this agreement howsoever arising shall not affect or prejudice the accrued rights of the parties as at termination.

Upon termination of this agreement, the Vendor shall deliver (or organise the delivery of) the Cask(s) to the Buyer, subject to all charges, taxes and duties incurred and/or still due being paid by the Buyer.

RIGHT OF FIRST REFUSAL

If, during the term of the Casks being stored on behalf of the Buyer by the Vendor, the Buyer wishes to sell any of the Casks (or any other cask(s) held by the Vendor in bond on behalf of the Buyer), the Vendor shall have first option to purchase such Casks from the Buyer, provided that it matches any genuine, bona fide purchase price offer made by a third-party buyer. If the purchase price is matched, then the parties will negotiate and enter into a separate written agreement governing the purchase of the Cask(s) by the Vendor.

If the Vendor opts not to exercise its right of first refusal in accordance with the above, it may still choose to act as an intermediary for the Buyer and agree to sell the Cask(s) to a third-party buyer on behalf of the Buyer. This will be subject to a separate written agreement to be negotiated and entered into between the Vendor and Buyer, which may (if agreed between the parties) include details of a relevant commission payable by the Buyer to the Vendor in respect of such intermediary services.

NOTICES

Any notice to be given under this agreement shall be:

in writing in the English language;

signed by or on behalf of the party giving it;

sent to the party for the attention of the contact and at the address listed in the Order or Bid Acceptance Notification, or such other address as that party may notify in accordance with clause 20.6;

sent by a method listed in clause 20.2; and

unless proved otherwise, deemed received as set out in clause 20.2 if prepared and sent in accordance with this clause.

This clause 20.2 sets out the delivery methods for sending a notice to a party under this agreement and, for each delivery method, the date and time when the notice is deemed to have been received (provided that all other requirements of this clause have been satisfied and subject to the provisions in clause 20.3):

if delivered by hand, on signature of a delivery receipt;

if sent by international courier delivery service providing proof of delivery at the time recorded by the delivery service; or if sent by pre-paid airmail providing proof of delivery at 9.00 am on the fifth Business Day after posting or at the time recorded by the delivery service; or

if sent by email, at the time of transmission.

If deemed receipt under clause 20.2 would occur outside business hours, in the place of receipt, it shall be deferred until business hours resume there. In this clause 20.3, business hours means 9.00am to 5.00pm local time Monday to Friday on a day that is not a public holiday.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Notices under this agreement specifying a breach of the agreement or exercising a right to terminate cannot be validly served by email.

A party may vary their address and/or contact for notices by giving notice to the other. The notice must expressly state that the new address is the address for notices and/or the new contact is the contact to whose attention all future notices should be brought, as the case may be.

LIMITATION OF LIABILITY

Nothing in this agreement shall limit or exclude either party’s liability for:

death or personal injury caused by its negligence;

fraud or fraudulent misrepresentation; or

any other liability which may not be excluded or limited under applicable law.

Subject to clause 21.1, the Vendor shall not be liable, whether in contract, tort (including negligence) or otherwise in connection with this agreement for:

any loss or income or revenue, loss of business, loss of profits or contracts, loss of anticipated saving, or loss of data (in each case whether direct or indirect); or

any indirect or consequential loss suffered by the Buyer.

The Vendor accepts no responsibility and makes no representation or warranty in respect of the provenance, authentication, quality or condition of the Casks.Except to the extent expressly provided otherwise, all warranties. conditions and representations, whether express or implied, in relation to the Casks and any bottles produced from the Casks, or otherwise in connection with this agreement, are excluded to the fullest extent permitted by law.

Subject to clause 21.1, the Vendor’s liability under this agreement shall not in any circumstances exceed the Price actually paid to it.

If the Buyer is acting as a consumer, the Buyer may have certain legal rights regarding claims in respect of losses caused by the Vendor's negligence or failure to carry out its obligations, or if the Casks are not as described, fit for purpose or of satisfactory quality. Nothing in this agreement is intended to limit the Buyer’s legal rights as a consumer. If the Buyer is a consumer, then up to 30 days from delivery, the Buyer may obtain a refund if the goods are faulty. After 30 days, the Vendor will replace or repair faulty goods in accordance with the terms of the Consumer Rights Act 2015. For further information about the Buyer’s legal rights the Buyer can contact its local authority Trading Standards Department or Citizens Advice Bureau.

The Vendor shall take reasonable care to ensure that the Cask(s) are at all times carefully handled and stored in the optimum conditions, however the Vendor shall not be liable under this agreement if any defect in the Cask(s) arises (whether after delivery to the Buyer or in storage) as a result of:

fair wear and tear, wilful damage, accident, negligence by the Buyer or any third-party;

the Buyer's handling or storing the Cask(s) inappropriately; or

ullage, premature oxidation, faulty corks or deterioration that may occur over time through natural processes to which all whiskies, corks, bottles and/or packaging may be susceptible, however carefully handled and stored.

CONFIDENTIALITY AND DATA PROTECTION

For the purposes of this Agreement, the term Confidential Information shall be interpreted to mean any information of a confidential nature concerning the commercial terms of this transaction, including for the avoidance of doubt, the Price and the transfer of ownership of the Casks.

Each party undertakes that it shall not at any time during this agreement disclose to any person any Confidential Information, except as permitted by clause 22.3.

Each party may disclose the other party's Confidential Information:

to its employees, officers, agents, brokers, consultants or subcontractors (the “Representatives”) who need to know this information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 22 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause 22; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

The Vendor shall only use personal data of the Buyer in connection with its obligations under this agreement and, in doing so, will act as a controller of that personal data, and will process that information in accordance with applicable data protection laws and the Vendor's privacy policy (a copy of which will be made available to the Buyer). The terms "personal data", "controller" and "process" shall all have the meanings given to those terms in the UK GDPR.

THIRD PARTY RIGHTS

This agreement does not confer on any person other than the parties any right to enforce or otherwise invoke any term of this agreement under the Contracts (Rights of Third Parties) Act 1999 (but this does not affect any right or remedy of any person which exists or is available apart from that Act).

NO PARTNERSHIP, AGENCY OR JOINT VENTURE

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or constitute a party the agent of the other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

This agreement shall not take effect until each of the counterparts has been delivered. Delivery shall take place when the date of delivery is agreed between the parties after execution of this agreement as evidenced by the date inserted at the start of this agreement.

NON-WAIVER

If a party fails or delays or compromises in exercising a right under this agreement, the right is not to be treated as having been waived, restricted or varied and agreement by a party to refrain from exercising a right in one particular instance will not prevent it from exercising it in full in the future.

SEVERANCE

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

COSTS

Each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this agreement.

ASSIGNMENT

The Buyer may not assign, transfer or sub-contract any of its rights or obligations under this agreement without prior written consent of the Vendor. The Vendor may assign, transfer or subcontract all or any of its rights or obligations under this agreement at its sole discretion.

GOVERNING LAW

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.