April 2024
The following Terms & Conditions forms a contract in the related use of the various services provided by VINUM PTE. LTD. [Singapore UEN 200205891H; trading name of Vinum Fine Wines, a company incorporated in the Republic of Singapore and having its registered office at 1 Jalan Kilang Timor, Pacific Tech Centre, #01-03, Singapore 159303 (“we” or “us” or “the Company”)] under its Storage Program and the customer (“the Client” or “member” or “you”) being the person or a company who uses this service.
Whereas:
1. Definitions and Interpretation
1.1 In this Terms and Conditions, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:
| “Administration Fee” | means the administration fees set out in Schedule 1; | |
| “Alternate Contact Person” | means the alternate contact person nominated by the Client as set out in Schedule 1; | |
| “Authorities” | means all relevant governmental and statutory bodies and authorities; | |
| “Late Payment Fee” | means the late payment fee set out in Schedule 1; | |
| “Payment Date” | means the following fourteen (14) days of the invoice or such other day as may be specified by the Company from time to time; | |
| “Facility” | means the Company’s storage facility at 1 Jalan Kilang Timor, Pacific Tech Centre, #01-03, Singapore 159303 or such other facility utilised by the Company from time to time for storage and/or handling of Goods; | |
| “Goods” | means wine(s), alcoholic beverages accepted by and purchased from the Company for storage and/or handling; | |
| “Storage Fee” | means the storage fee set out in Schedule 1; | |
| “Taxes” | means any prevailing tax, charge, imposition, customs, excise and duty (including goods and services tax) which may be imposed at any time by the Authorities | |
| “S$” | means the lawful currency of the Republic of Singapore. | |
1.2 Except to the extent that the context otherwise requires, any reference to “our Terms and Conditions” include our Terms and Conditions as from time to time amended, modified or supplemented and any document which is supplemental hereto or which is expressed to be collateral herewith or which is entered into pursuant to or in accordance with the terms hereof.
1.3 Unless the context otherwise requires, in the Terms and Conditions:
a) words importing the singular shall include the plural and vice versa, words importing a specific gender shall include the other genders (male, female or neuter); and
b) references to any statute, regulation or statutory provision shall be construed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions (whether before or after the date hereof) from time to time.
2. Client’s Obligations
The Client covenants with the Company that:
2.1 A grace period of up to three (03) months at no cost is granted to the Client from the date of invoice and thereafter, the Company shall levy a Storage Fee in accordance to rates under Schedule 1 if the purchased Goods are uncollected and/or delivered thereafter.
2.2 Storage Fees and Payment
2.2.1 The Client shall pay to the Company, not limited to:
a) the Administration Fee if applicable for withdrawal of their Goods;
b) the Storage Fee; and
c) the Delivery Fee.
2.2.2 The payments stated at Clause 2.2.1(a) to 2.2.1(c) shall be paid upon receiving invoice(s).
2.2.3 The payments stated at Clause 2.2.1(b) shall be paid every biannually in advance on each Payment Date in accordance with Clause 2.2.4.
2.2.4 Unless otherwise agreed in writing, the Company shall be entitled to charge the Client storage fees for the Goods stored at the stipulated rate or part thereof at Clause 2.2.1(b); and
2.2.5 Clients must make full payment for the advance biannually charges upon receiving the invoice within 14 days from the date of invoice.
2.2.6 The Client shall pay such monies as may be required under Clause 2.2.1(a), (b) and/or (c) by way of direct debit or credit card, bank transfer, PayNow, telegraphic transfer or in such other manner as prescribed by the Company without demand on each Payment Date or such other day as may be specified by the Company. Upon such payment, the Client must provide a copy of the deposit slip or the relevant banking details to the Company which shall clearly state the Client’s name, the Client’s Space number and the Facility. The Client agrees and the Company is entitled to enforce its rights as set out under this Clause 2.2 where there is any failure by the Client to comply with this Clause 2.2.4.
2.2.7 In the event that the Client fails to pay the Storage Fee or any other fees payable to the Company within 14 days of its due date (whether or not formally demanded), the Client shall be charged a Late Payment Fee in accordance with Schedule 1 of our Terms and Conditions. Where a Late Payment Fee is charged by the Company, the Client agrees to pay the Company all costs reasonably incurred by the Company in collecting the unpaid Storage Fees, including but not limited to postage and/or telephone expenses, legal fees and expenses and/or any default action costs.
2.2.8 The Company shall not provide under any circumstances whatsoever, any refunds of Storage Fees paid in advance by the Client.
2.3 Payment Default
2.3.1 Without prejudice to Clauses 2.1.4 and 2.1.5 above, in the event that the Client fails to pay the Storage Fee or any other fees payable to the Company in full within thirty (30) days of its due date (whether or not formally demanded), the Company may, without further notice, take possession of all goods, by force or otherwise, and/or sell or dispose of any Goods on such terms as the Company may determine. The Company may also require payment of default action costs, including any costs incurred by the Company in the disposal and/or sales of the Client’s Goods.
2.3.2 invoices and statements of accounts issued by the Company to the Client shall be conclusive evidence as to the amounts owed by the Client to the Company.
2.3.3 The Company shall have a general lien over Goods belonging to the Client in under the Company’s custody for any monies due to the Company but unpaid whether under this Terms and Conditions or any other existing contract(s).
2.4 Taxes
The Client shall pay immediately on the Company’s demand, Taxes (for example, goods and services tax) payable in respect of any sum payable under our Terms and Conditions.
2.5 Client’s Right of Inspection
2.5.1 The Company shall in case by case, consider allow the Clients and its authorized representatives, and/or agents under its control to inspect their Goods with 14 days’ prior written notice and at no cost to the Client to:
a) check whether the terms and conditions have been complied with;
b) inspect the condition of the Goods;
2.6 Change of Address
The Client shall give notice to the Company in writing of the change of address of the Client or the Alternate Contact Person within 48 hours of any such change.
2.7 Withdrawal of Goods
2.7.1 The Client:
a) Shall give advance notice of three business days to the Company in writing for delivery or self-collection instructions;
b) Must pay any outstanding fees under the Clause 2.2. prior to the withdrawal arrangements
3. Company’s Rights and Obligations
3.1 The Company shall store the Goods in the Facility in accordance with the terms and conditions.
3.2 The Company reserves the right to relocate the Client’s Goods to another location under certain circumstances including but not limited to damage to the Facility or Space, maintenance work or any other reason the Company deems reasonable.
3.3 The Company reserves the right to limit, restrict, regulate or change the opening hours or access timings to the Facility.
3.4 The Company shall not release Client’s Goods to any persons, agents and/or parties without receiving a written authorization by the Client.
3.5 The Company shall use reasonable care and skill in the storage methods of Clients’ Goods but shall not be responsible for the state and condition of stocks, including (but not limited to) any change resulting in ullage (bottle fill) or natural aging effects of the wine and/or packaging.
3.6 The Company shall undertake proper safekeeping of Client’s Goods in its custody and act in good faith but shall not be responsible for the state and condition of wines or whether the wine corresponds to the qualities which may be expected from its description.
3.7 Delivery and Administration Charges
The Company tariff of charges are set out below:
a) Delivery Charge per local address: S$ 30;
b) Complimentary delivery per local address for purchase value similar or above S$ 500 before taxes
c) Complimentary delivery to the airport for purchase value similar or above S$ 1,000 before taxes
d) Express Delivery Charge (same day) per local address: S$ 50 before taxes subject to availability
e) Official Customs permit per transaction: S$ 50 before taxes.
3.8 Delivery Schedule
a) Mondays to Fridays except on Public Holidays: Between 9.00 am & 6.00 pm
b) Delivery Orders received before 2.00 pm, delivery shall be scheduled on the next working day before 6.00 pm.
c) Delivery Orders received after 2.00 pm, delivery can only be secured within the next two (02) business days before 6.00 pm.
d) Orders received on Saturdays, Sundays or Public Holidays; delivery shall be confirmed within the next two (02) business days before 6.00 pm.
4. Warranties and Representations
4.1 The Client’s Warranties and Representations
The Client warrants, represents and undertakes to the Company that:
a) the Goods are not subject to any encumbrance or right of any third party which would or might prevent the Client withdrawing the Goods on the conditions for any period; and
b) all Taxes payable in respect of the Goods shall be paid in full by the Client before they are withdrawn from the Company and the Company shall not be liable for any failure to pay any Taxes in relation to the Goods and, if any such Taxes are levied by the relevant authorities on the Company, the said Taxes shall be immediately paid by the Client and the Client shall indemnify the Company and keep indemnified the Company against any and all liability for such Taxes.
4.2 The Company’s Warranties and Representations
The Company shall warrant, represent and undertake that it will execute its obligations arising under or in connection with reasonable care and skill.
5. Risk and Indemnity
5.1 The Company shall at its sole discretion subscribe to insurance coverage exclusively for Goods purchased from the Company against damage, fire, loss and/or theft, from the date the Goods were registered under the Private Client’s Reserves also known as Client’s Cellarage (CCA) scheme until the time of withdrawal, on original purchase price from Vinum, and not on the current market replacement value. Any dispute about the value of stocks shall be referred to the Company’s appointed Insurer and its independent arbitrator.
5.2 For avoidance of doubt, Clients’ Goods are insured at the value of the cost of purchase or pricing based on the invoice(s) and shall not be at the cost of replacement.
5.3 The liability of the Company, if any, shall in any event be limited by the amount recoverable under the insurance policy procured by the Company. The Company shall not be obliged to try to recover more than what is offered under the insurance policy for the benefit of the Client. The Company undertakes no liability or insurance coverage for the Client’s Goods purchased from the Company and specifically, it will not cover:
a) Depreciation;
b) Conditional flaws and faults, and not limited to: cork taint (2, 4, 6 trichloroanisole), oxidation, brettanomyces, volatile acidity, diacetyl, low ullage.
c) Damage arising from inherent defects in the goods, wear and tear, gradual deterioration, the action of light, atmospheric or climatic conditions;
d) Losses arising from a defect in your title to the wines or any previous or future Owner;
e) Any damage which amounts to loss of profit or indirect and consequential losses;
f) Damage caused by any willful misconduct, dishonesty or deliberate act or omission in the past, present and the future acts initiated by the Client.
g) Damage arising from radioactivity, terrorism, aircraft pressure waves, war and
h) civil commotion, strikes, riots, commotion and similar categories of risks by any third party.
5.4 The Client agrees to indemnify, and keep the Company fully indemnified against all claims, demands, actions, proceedings, judgments, damages, losses, costs and expenses of any nature which the Company may suffer or incur for death, injury, loss and/or damaged caused directly or indirectly by:
a) civil commotion;
b) riot;
c) labour strike;
d) act of government;
e) act of God;
f) natural disaster;
g) pandemic
6. General
6.1 Exclusion of Third-Party Rights
A person or entity who is not a party to our Terms and Conditions shall not have any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act (Cap. 53B) or any statutory modification or re-enactment of it currently in force.
6.2 Unenforceability and Severance
The illegality, invalidity and unenforceability of any provision in our Terms and Conditions shall not affect the legality, validity or enforceability of any of the other provisions in our Terms and Conditions.
6.3 Governing Law and Jurisdiction
Our Terms and Conditions is governed by and shall be construed in accordance with the laws of Singapore. The Client and the Company agree to submit to the non-exclusive jurisdiction of the Courts of Singapore.
7. Notices
7.1 Any notice to our Terms and Conditions must be given in writing. The initial addresses, email addresses and phone numbers are:
The Company
Mailing Address : Vinum Pte. Ltd.
1 Jalan Kilang Timor, Pacific Tech Centre, #01-03
Singapore 159303
Attention : Sales Support Officer (CCA)
Email address : [email protected]
Telephone : +65 6735 3700
7.2 A notice will be treated as served on the Client if:
a) it is sent by email to the email address of the Client or the Alternate Contact Person;
b) it is sent by hand to the address of Client or the Alternate Contact Person, or
left at the address of the Client or the Alternate Contact Person; or
c) it is sent by registered post to the last notified address of the Client or the
Alternate Contact Person.
7.3 A notice will be treated as served on the Company if sent by email to the email address of the Company or if sent by registered post to the Company’s registered address and actually received by the Company.
8. Variation
8.1 Notwithstanding any other provision of these Terms & Conditions, the Client unconditionally and irrevocably agrees that the Company shall have the right at any time to make appropriate amendments to the terms for the purposes of ensuring compliance with applicable law, for administrative purposes or any other reason deemed necessary at the discretion of the Company. In the event of any such change to the Terms & Conditions, the Client will be notified of the same, and the changes will apply from the time the notice is sent to the Client.
9. Confidentiality of Information
9.1 Without prejudice to the Company’s rights and remedies, the Client shall not disclose to any third party any information under Terms & Conditions or any correspondence to preserve, protect and keep secure the confidential and/or proprietary character of such information so as to prevent unauthorised access by any third party, unless such disclosure is required by law or with the prior written consent of the Company.
9.2 The confidentiality restrictions in this Clause 9 shall continue to apply after the termination of our Terms and Conditions.
Schedule 1
10 The following (as defined) are applicable: –
(A) the Storage Fee:
i. S$ 3 for any quantities in between 4.5 litres and 9 litres;
ii. S$ 1.50 for quantities less than 4.5 litres;
iii. S$ 3 per case of 9 litres or equivalent format sizes;
e.g.
24 x 37.5 cl, 12 x 75 cl, 6 x 1.5 l
iv. S$ 3 each for any single large format
e.g.
3 litres (Double magnum), 4.5 litres (Jeroboam), 6 litres (Imperial),
9 litres (Salmanazar); and
v. S$ 5 each for any single format above 9 litres;
e.g.
12 litres (Balthazar), 15 litres (Nebuchadnezzar), 18 litres (Solomon)
(B) the Administration Fee: –
S$ 50 per set of 50 line items of Customs official permits and/or documents as required by Singapore Customs
(C) the Late Payment Fee: –
S$ 100 for every invoice
(D) Alternate Contact Person: –
A contactable person, agent, representative of the Client who is authorized to act on behalf of the Client.