December 2023

I. About these Terms

These terms and conditions (the “Terms“) apply to and form part of every Contract made between Vinum Pte. Ltd. (“Vinum”, “we“, “us” or “our“) and its clients (the “Client”, “you” or “your“) for purchases of wine and / or storage services, whether made via our website, telephone or e-mail.

These Terms are inclusive of Parts I to IV herein and Sections 1, 2 and 3 below, which govern our general terms and conditions (Section 1), and our terms and conditions for any purchase of En Primeur Wine (Section 2) and / or Private Reserve Wine (Section 3).

Vinum reserves the right to amend or vary these Terms at any time. Any variations to these Terms will be immediately effective when posted on our website.

No terms and / or conditions which the Client may seek to impose, or which may be implied by trade, custom, practice or course of dealing shall apply to these Terms or be enforceable under a Contract. If you are a trade Client, please note that our Trade Terms will apply.

Notwithstanding the above, nothing in these Terms affects your statutory rights, either as a consumer or otherwise.

II. About us

Vinum (UEN No. 200205891H) is a company incorporated in Singapore having its registered address at 1 Jalan Kilang Timor, #01-03, Pacific Tech Centre, Singapore 159303.

III.     Contacting Us

Any enquiries may be directed to us at any the following:

Address:                  Vinum Pte. Ltd.

1 Jalan Kilang Timor

#01-03, Pacific Tech Centre

Singapore 159303

Tel:                         +65 6735 3700

Email:                      [email protected]

IV. Maintaining your contact details

As your agreement to provide personal information to us is required for the provision of goods and services, it is important that our Clients’ contact details are kept up to date. Please notify us (using any of our above contact details) if there are any changes to your name, address, email address or telephone number. For security purposes, we may contact you to confirm the change of details provided by you.

Section 1

GENERAL TERMS AND CONDITIONS

1. Definitions

 In these Terms, unless the context requires otherwise:

 Case means a case containing 12 standard 75cl bottles of wine, or a case containing an equivalent total volume of wine (9 litres) in any other bottle sizes;

 Contract means an agreement between you (or the “Client”) and us (or “Vinum”) for the sale and purchase of Goods and / or PR Services, whether such agreement is entered into via our website, or via telephone or email, and includes these Terms and any Order Confirmation issued by us;

 Duty Paid Wine or DP Wine means wine on which any applicable Singapore customs duty, excise duty and GST has already been paid for;

 En Primeur Wine or EP Wine means wine in an unfinished state before it is bottled and/or shipped by its producer;

 Goods means wines and/or spirits sold by Vinum, including, where applicable, DP Wine, IB Wine, EP Wine or a combination of the three;

 GST means the prevailing Goods and Services tax in Singapore;

 In Bond Wine or IB Wine means wine that is and will remain in a bonded warehouse and on which payment of any applicable Singapore customs duty, excise duty and GST has been suspended until it is released from the bonded warehouse;

 Order means your order for the Goods or PR Services;

 Order Confirmation means our written confirmation of the Order, whether in the form of a sales order or a tax invoice;

 Private Reserve Wine or PR Wine means your private reserves of wines and / or spirits that we store on your behalf;

 Private Reserve Contract or PR Contract means a contract under which we agree to provide PR Services to you on the terms set out below in Section 3 of these Terms;

 Private Reserve Services or PR Services means our storage services of your PR Wine on your behalf;

 Site means any warehouses at which any PR Wine (consisting of IB Wine and / or DP Wine) is being stored;

 Terms means these terms and conditions, including Parts I to IV herein and Sections 1, 2 and 3 below, which govern Vinum’s general terms and conditions (Section 1), and Vinum’s terms and conditions for any purchase of EP Wine (Section 2) and / or PR Wine (Section 3).

2. Our Contract with You

2.1 These Terms and the Order Confirmation together set out the whole Contract between the Client and Vinum. If any of these Terms are inconsistent with any terms of the Order Confirmation, the terms of the Order Confirmation shall prevail.

2.2 In the case of a purchase of DP or IB Wine, a contract for the sale and purchase of Goods on these Terms shall become binding on you and us when we send you the Order Confirmation. In the case of a purchase of EP Wine, the terms in Section 2 apply.

2.3 Upon issuance of the Order Confirmation, you are to check the contents of the Order Confirmation and inform us immediately of any errors therein. If we are not informed of any errors in the Order Confirmation, you are presumed to have accepted and agreed to the contents of the Order Confirmation and Vinum will not be held responsible for any errors in your Order.

2.4 If you place an Order on behalf of someone else, you confirm to us that you have all necessary authority to do so. You must not impersonate any other person or use a false name or a name that you are not authorised to use. We may require confirmation from the account holder of your authority, which may include limits on your purchasing authority.

2.5 Irrespective of whether you purchase any Goods or PR Services for or on behalf of a third party (including where you are acting as a trustee for a third party), or whether you agree to transfer the beneficial ownership of any Goods or any of your Private Reserve Wine to a third party, and whether or not we have been informed of such arrangements with a third party, the Contract is binding on you and we will not have any responsibility to any third party under any circumstances. You alone will be responsible for all charges and amounts payable and for providing all instructions in relation to the Goods and your Private Reserve.

2.6 Notwithstanding Clause 2.5, if you wish to assign or transfer your rights and obligations under your Contract with us to a third party, you may do so on the following conditions: You must send us written notice of your intentions; If we consent to your intentions, you and the relevant third party must complete and sign an assignment/transfer agreement at your own costs, the terms of which will be subject to our approval; and you must submit the executed copy of the assignment/transfer agreement to us.

3. Purchase and Availability of Goods

3.1 It is an offence to purchase alcohol if you are under the age of 18 or for someone else who is under that age. By placing an order, you confirm that you are aged 18 years or over. We reserve the right not to sell or deliver any wine to anyone who is, or appears to be, under the required age.

3.2 All Goods are offered subject to availability.

3.3 In the case of DP or IB Wine, a sales order for the purchase of any Goods will only be issued if the Goods are in stock or on order from our supplier(s).

3.4 It occasionally happens that, following our issuance of a sales order, Goods that were previously in stock become unavailable for reasons beyond our control. In this event, and where delivery of any of the Goods will be delayed or has become impossible, we will inform you accordingly.

3.5 Where fulfilment of a sales order or delivery of the Goods has become impossible, our only obligation would be:

3.5.1 to offer you an acceptable substitute for the same which you may choose to accept or reject; or

3.5.2 to make a refund or credit as appropriate.

4. Price of the Goods

4.1 The current prices of the Goods we offer, details of our charges for delivery, and the current rates of any applicable Singapore customs duty, excise duty and GST are published on our website. If a product is not listed, please contact us to check on its availability and price.

4.2 Unless otherwise stated in the Order Confirmation, the prices of the Goods listed on our website are per Case.

4.3 In the case of an Order for DP or IB Wine, the price of the Goods, inclusive of any applicable Singapore customs duty, excise duty and GST payable, and any applicable delivery charges, will be as set out in the Order Confirmation.

4.4 We reserve the right to change our prices at any time. In the case of a change of price for DP or IB Wine, no such changes will affect Orders on which we have already issued an Order Confirmation, provided that delivery charges and any applicable Singapore Customs duty, excise duty and GST on DP Wine will be charged at the rates prevailing on the date of our invoice.

4.5 The price of the Goods may change if the Goods are subject to any taxes, duties or delivery charges applied in the country you have selected for delivery. The current Singapore excise duty rates (excluding GST) are as follows:

Duty Rate = Total quantity in litres x Customs excise duty rate (S$88.00 per litre) x Percentage of alcoholic strength (Accurate at the time of publishing)

4.6 Our storage charges apply for Goods that have not been collected / delivered within one month (for local clients) or three months (for overseas clients, where applicable). These charges must be paid on collection or delivery.

4.7 Delivery of Goods within Singapore will be free of charge for all purchases over SGD 500.00. Delivery charges will apply for purchases under SGD 500.00 and will be set out in the Order Confirmation.

4.8 GST is applicable to both delivery and duty charges.

4.9 For In Bond Wine purchases, GST and duty charges are applicable at the prevailing rate at the time of release.

4.10 We reserve the right to amend delivery charges without any notice in writing or in advance.

4.11 We will use all reasonable efforts to ensure that the prices and variable bottle / Case formats shown on our website are accurate. However, errors may sometimes occur. If we discover an error in the price of a product, we shall be under no obligation to accept or fulfil an order at the incorrect price and reserve the right to cancel the order.

5. Payment Methods

5.1 Our standard policy is to process payment at the time of ordering. If we cannot fulfil an Order for Goods that you have already paid for, we will refund you as soon as possible and in any event within 30 days from the date of the Order.

5.2 Our preferred method of payment is either by bank transfer (FAST) or ‘PayNow’, an online fund transfer service. Our Unique Entity Number (UEN) for bank transfers (FAST) or ‘Paynow’ is 200205891HNOW.

5.3 We also accept General Interbank Recurring Order(GIRO) in which case, please allow three working days for bank transfers to clear. For all payment options above, please quote your order confirmation or invoice number.

5.4 For online transactions via our website, we accept most major credit and debit cards including Visa, Mastercard, AMEX, and Union Bank.

5.5 Direct transfers to our bank account should be made to the following account:

5.6 When ordering over the phone, it is important that you quote your Client number or code and Order Confirmation number(s) when making a payment to ensure that the payment can be easily identified and applied to your account.

5.7 We will do all that we reasonably can to ensure that all of the information you give us when paying for the Goods is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, any failure by us to comply with this Contract or our Privacy Policy (see clause 11) or any breach by us of our duties under applicable laws, we will not be legally responsible to you for any loss that you may suffer if a third-party gains unauthorised access to any information that you give us.

6. Delivery of DP Wine

6.1 We will make every effort to deliver the Goods to you within three working days of the date of our Order Confirmation if you are located in Singapore. In the event of any unforeseen delay outside of our control, we will inform you of the delay, the reason for it, and of the revised estimated delivery date in writing or by telephone.

6.2 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we will contact you to make an alternative arrangement to be mutually agreed upon by both parties. We will not make any additional delivery charges for this alternative arrangement.

6.3 If you ask us to deliver the Order in instalments, we may apply additional delivery charges for each instalment. Each instalment shall be subject to these Terms. If we are late in delivering an instalment or if delivery of one instalment is faulty, that will not entitle you to cancel any other instalment.

6.4 If a scheduled delivery fails to arrive by the latest estimated date, please inform us by telephone or in writing as soon as reasonably possible and in any event within seven (7) days of the estimated delivery date.

6.5 Delivery of DP Wine will be completed when we deliver that DP Wine to you or in accordance with your instructions at the delivery address stated in the Order Confirmation.

6.6 If nobody is available to receive the delivery, please contact us in advance to make alternative arrangements. We will make two attempts to complete delivery, after which any further attempt must be arranged and paid for by you.

6.7 We will not be responsible for any loss you suffer as a result of your instruction to us to deliver DP Wine to a different address to that which is stated in the Delivery Order Confirmation.

6.8 In the case of IB Wine, delivery will be completed when we transfer it to your Private Reserve with us or to another bonded location of your choice.

6.9 Delivery of IB Wine within Singapore will be subject to an administrative and declaration permit fee of SGD 50.00 per transaction, and to delivery charges set out in Clause 10 below.

6.10 For details of our delivery charges (excluding GST), and delivery schedules, please refer to the matrix below:

6.11 We reserve the right to amend the delivery charges (excluding GST) at any time without further notice.

7. Order Cancellation

7.1 You may not cancel your Order after a tax invoice has been issued unless such cancellation is necessitated by any fault on Vinum’s part. This will be assessed on a case-by-case basis by Vinum.

7.2 You may not return or exchange any Goods delivered in accordance with your Order after you have received the Goods, unless the Goods have been delivered to you in error; in which case Clause 9 and the following will apply:

7.2.1 In the case of any delivery errors caused by us or a third-party agent, we will bear the cost of arranging a new delivery and / or collection of the Goods at the same delivery address within five (5) working days from the date of the scheduled delivery;

7.2.2 The Goods delivered in error must be returned in substantially the same condition in which they were delivered, with bottles or cases unopened and all seals intact;

7.2.3 In the case of any broken bottle(s), we will only arrange a new delivery and / or collection if we are given immediate notice of the broken bottle(s) upon delivery. Please contact us using the contact details at the top of these Terms and supply evidence according to the incident. Clauses 9 and sub-clauses 9.1 to 9.6 apply.

7.2.4 Upon verification, we will make the refund using the same means of payment as you used for the initial purchase, unless you have expressly agreed otherwise; in any event, you will not incur any fees if it was a result of the refund.

8. Title and Risk

8.1 In the case of DP Wine, the Goods will be your responsibility from completion of delivery.

8.2 Ownership will only pass to you when we receive payment in full of all sums due in respect of the Goods, and any other goods or services that we have supplied to you.

8.3 Ownership of IB Wine transferred to your Private Reserve will only pass to you when we receive payment in full of all sums due in respect of the Goods, and any other goods or services that we have supplied to you, and IB Wine in respect of which ownership has passed to you will remain subject to Clause 24 below.

8.4 If any sums due to us remains outstanding, we reserve the right to suspend or withhold any delivery or self-collection of Goods purchased by you.

8.5 Where any invoice is outstanding for more than 30 days, we may send you a notice in writing to the invoice address to either:

8.5.1 treat the order as cancelled; or

8.5.2 purchase the wines which are covered by the invoice and are in our possession in accordance with clause 5; and/or

8.5.3 purchase any wines which are held by us under the Private Reserve section in Section 3 below.

9. Acceptance of Wine and Quality Control

9.1 It is your responsibility to check the Goods upon delivery or as soon as reasonably possible after their delivery to you.

9.2 Any broken, damaged, missing or incorrect Goods delivered should be:

9.2.1 reported to the carrier and noted on the delivery note and/or the carrier’s electronic handheld device at the time of delivery; or, if that is not possible,

9.2.2 reported to us by telephone or in writing (using any of our above contact details) with a clear photo of the Goods as soon as reasonably possible.

9.3 We shall be entitled to reject any claim for broken or damaged Goods, incorrect quantities or incorrect Goods if you do not notify us of it as soon as reasonably possible and within three (3) days after the day of delivery at the latest.

9.4 Vinum makes every effort to ensure that the wines we sell to you are of satisfactory quality and appropriate for the age of the wine.

9.5 As wines may age and develop in a non-uniform manner, we will not have any responsibility for subjective judgements such as in respect of quality or drinkability. We do not provide refunds for wines that are corked or otherwise out of condition and older wines are therefore sold as seen.

9.6 If any of the Goods are believed to be unsatisfactory, please retain them and let us know as soon as reasonably possible by telephone or in writing (using any of our above contact details).

9.7 If we are satisfied that the Goods were unsatisfactory at the time of delivery, we will replace them.

9.8 If replacement is not reasonably possible, we will make an appropriate refund or credit to you. We reserve the right to collect the relevant Goods at our own expense.

9.9 These Terms will apply to any replacement Goods we supply to you.

10 Our Legal Responsibility to You

10.1 If we fail to comply with any term(s) of our Contract with you, our liability will be limited to the loss or damage you suffer that is a foreseeable result of the non-compliance with that term or of our failing to use reasonable care and skill in fulfilling that term.

10.2 We do not exclude or limit in any way our legal responsibility to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Goods.

10.3 Due to the nature of the Goods, we shall have no legal responsibility to you for any fault or deterioration in any DP Wine we sell to you which arises, after its delivery to you, as a result of fair wear and tear, wilful damage, accident, negligence by you or any third party, or from your handling or storing of the Goods inappropriately.

10.4 In the case of wine bought from us and stored in your Private Reserve, our responsibilities and liabilities to you shall be as set out in the Private Reserve section in Section 3 below.

10.5 We are not liable for any business losses on your part. The Goods we supply are for your domestic and Private Reserve consumption only. If you use the Goods for any commercial, business or re-sale purpose, we will have no legal responsibility to you for any loss of profit, loss of business, business interruption, or loss of business opportunity on your part.

10.6 In entering the Contract, you agree that you have not relied on any statements or representations made orally or otherwise which are not included in these Terms.

10.7 We will not be responsible to you for any delay or failure to comply with our obligations under this Contract if the delay or failure arises from any cause beyond our reasonable control.

11. Data Protection

11.1 Any personal information we obtain from you in connection with the Contract will be held and processed in accordance with our Privacy Policy, which can be viewed here .

11.2 It is important that we keep all your contact details up to date. You must tell us (using any of our above contact details) if you change your name, address, email address or telephone/mobile number. For security, we may then contact you to confirm your change of details.

12. Other Important Terms

12.1 You may only transfer your rights or your obligations under the Contract to another person if we agree to this in writing.

12.2 The Contract is between you and us. No other person shall have any rights to enforce any of its terms.

12.3 This Contract shall be binding on, and endure to the benefit of, the parties and their respective personal representatives, successors and permitted assigns, and references to the Client or Vinum shall include that party’s personal representatives, successors and permitted assigns.

12.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

12.5 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking the Contract, that will not mean that you do not have to do those things and it will not prevent us from taking steps against you at a later date. For example, if you miss a payment and we do not chase you for payment but continue to provide Goods or PR Services to you, we can still require you to make the payment at a later date.

12.6 Where the Client is two or more persons, your obligations under the Contract shall be obligations binding on each of you jointly and separately.

12.7 In these Terms, a reference to “writing” or “written” includes emails.

12.8 These Terms are governed by the laws of the Republic of Singapore and parties to any Contract agree to submit to the exclusive jurisdiction of the Singapore courts.

Section 2

EN PRIMEUR (EP) SALES

13. EP Wine Contract

13.1 An EP Contract shall come into existence when we send you an Order Confirmation which includes an Order for any EP Wine.

13.2 You must pay the amount payable for the EP Wine as stated in the Order Confirmation immediately upon our acceptance of your Order. Prices set out in the Order Confirmation will be inclusive of the cost of shipping to Singapore, but will be exclusive of any applicable Singapore customs duty, excise duty and GST, and any subsequent costs for delivering the EP Wine to you upon its removal from a bonded warehouse.

13.3 The costs excluded from the Order Confirmation in Clause 13.2 will become payable upon removal of the EP Wine from a bonded warehouse based on the rates prevailing at that time as set by Singapore Customs or our standard delivery charges (as applicable).

13.4 Upon the formation of an EP Contract, you will become entitled to receive the ordered EP Wine from us on a future date (as estimated in the relevant opening offer) in the quantities stated in our Order Confirmation, subject to:

13.4.1 payment of the amount payable immediately as above; and

13.4.2 the remaining terms and conditions in this Section 2 below.

14. Order Cancellation of EP Wine

14.1 Due to the nature of EP Wine orders, which involve making advance orders and payments to external parties on your behalf, a cancellation fee of 50% of the total cost of the original Order will be levied for the cancellation of any Orders for EP Wines that are made at any time following one (1) business day after the date of the Order for EP Wine.

14.2 We will make every effort to meet all EP Wine Orders on which we have issued Order Confirmations, but if any EP Wine you have ordered proves unobtainable for any reason, we shall be entitled to cancel the relevant Order in whole or in part without any legal responsibility to you other than to either refund any amount paid for that EP Wine to you or credit it against any other amount(s) you owe to us.

14.3 If we cancel an Order in accordance with Clause 2, we will provide confirmation in writing and process the relevant refund and credits within 5 working days.

14.4 If you fail to make payment for your EP Wine Order within 14 days of your prepayment invoice due date, the Order Confirmation lapses and we reserve the right to cancel your order and reallocate the wines to other Clients.

15. Delivery of En Primeur (EP) Wine

15.1 All EP Wines ordered will remain unascertained, and we will be under no obligation to deliver them to you until they are shipped to us and appropriated by us to a relevant EP Contract.

15.2 When any EP Wine included in an EP Contract is delivered to us, we will notify you in writing of its arrival and delivery, or we will transfer it to your Private Reserve. Delivery of the relevant EP Wine to you will be completed upon such transfer.

15.3 Ownership of EP Wine will only pass to you when we have received payment in full of all sums due in respect of the EP Wine, and any other goods or services that we have supplied to you, and EP Wine held in your Private Reserve in respect of which title has passed will remain subject to our Right of Retention as set out in Clause 24 below.

15.4 Once we have transferred any EP Wine to your Private Reserve, the provisions of Section 3 will become applicable to that EP Wine. We will also invoice you for the amount due in respect of Private Reserve charges for the balance of the charging year.

Section 3

CLIENT’S PRIVATE RESERVE

In addition to the terms above, the following shall also apply where any of the Goods purchased exclusively from Vinum are delivered by transfer to your Private Reserve.

16. Storage Terms and Conditions

16.1 You may refer to our General Terms set out under this link.

17. Sale of your PR Wine

17.1 If you inform us that you would like to sell any of your PR Wine, we may (but shall not be obliged to) either:

17.1.1 Offer to purchase some or all of your PR Wine from you, on separate terms and conditions to be agreed upon in writing; or

17.1.2 Offer some or all of your PR Wine for sale on your behalf, on separate terms and conditions to be agreed upon in writing.

18. Arranging Withdrawal of PR Wine

18.1 PR Wines may be withdrawn at any time in the same way in which they were laid down (i.e., as unmixed Cases, pre-mixed Cases, selected-mixed Cases or individual bottles). Please send us a written withdrawal request:

18.1.1 listing the PR Wines you wish to withdraw; and

18.1.2 stating the address at which you wish to have them delivered to.

18.2 Upon receipt of your withdrawal request we shall arrange withdrawal and delivery of the relevant PR Wines to you and send you an invoice for the amount payable in respect of any applicable Singapore customs, excise duty, GST and/or delivery charges at the rates prevailing on the invoice date. We reserve the right not to deliver the PR Wine until all applicable Singapore customs, excise duty, GST and/or delivery charges have been paid to us.

18.3 Delivery will be completed when we deliver the relevant PR Wine to you or in accordance with your instructions at the delivery address stated in your withdrawal request.

18.4 We will make two attempts to complete delivery, after which any further attempt must be arranged and paid for by you.

18.5 We will not be responsible for any loss you suffer as a result of your instruction to us to deliver PR Wine to a different address to that which is stated in the withdrawal request.

18.6 It is your responsibility to check any PR Wine upon delivery or as soon as reasonably possible after its delivery to you, including where delivery is made to another bonded warehouse in accordance with your instructions.

18.7 Any broken, damaged, missing or incorrect PR Wine delivered should be:

18.7.1 reported to the carrier and noted on the delivery note and/or the carrier’s electronic handheld device at the time of delivery; or, if that is not possible,

18.7.2 reported to us by telephone or in writing (using any of our above contact details) with a clear photo of the PR Wine as soon as reasonably possible.

18.8 We shall be entitled to reject any claim for broken or damaged Goods, incorrect quantities or incorrect Goods if you do not notify us of it as soon as reasonably possible and within three (3) days after the day of delivery at the latest.

19. Our Right of Retention

19.1 We reserve the right to decline to release wines held in your Private Reserve if and for so long as any amount due to us, however incurred, is outstanding on your account.

19.2 Despite Clause 19.1, you will remain fully liable for all charges for our PR Services until you have cleared all payments due under your account.

20. Termination of the PR Contract

20.1 The PR Contract shall automatically terminate when we no longer hold any PR Wine on your behalf.

20.2 If the PR Contact between us is terminated, notice in writing will be provided to you. We shall be entitled to charge you for any reasonable costs we incur in attempting to trace you, if your address or contact details are not available.

20.3 We may terminate the PR Contract and require you to withdraw your PR Wine at any time by giving you notice as follows:

20.3.1 immediately if you fail to pay our PR Charges in accordance with these Terms;

20.3.2 immediately if you commit any other serious breach of any obligation owed to us under any Contract between us, or any serious unlawful act which we consider has caused or will cause us loss or damage;

20.3.3 immediately if you become insolvent or subject to any criminal investigation, charge or conviction involving dishonesty; or

20.3.4 in any other case, and without having to give any reason, by giving you at least one month’s notice.

20.4 We may combine with any notice of termination of the PR Contract a notice of our intention to sell any PR Wine held on your behalf if you fail to arrange for its withdrawal within three months after the date of the notice of termination. In any such case we shall then have the right, without further notice to you and as soon as is practicable after the end of the three-month period, to sell all such PR Wine at the market value then pertaining.

20.5 When the PR Wine has been sold, we shall be liable to account to you for the net proceeds of sale after deduction of all sums owing to us, including any reasonable charges incurred attempting to trace you under Clause 20.2 and our further charges up to and including the date of sale and any other costs of or in connection with the sale. This will include the normal commission fee applicable to the sale of Client wine.

20.6 For the avoidance of any doubt, we shall owe you no duty:

20.6.1 to incur any unreasonable expense or take any unreasonable step in order to trace or communicate with you;

20.6.2 to sell any PR Wine before it begins to approach the end of its drinking life and/or decline in value for any other reason; or

20.6.3 to pay interest on any unclaimed balance on your account.

20.7 You will remain fully liable for all charges for our PR Services until your PR Wine is actually withdrawn or sold following any such termination.

21. Sale or Transfer of PR Wine

21.1 The sale or transfer of any PR Wine to a third party may take place by special arrangement with payment of fees, on separate terms and conditions to be agreed upon in writing. Please contact us if you would like to arrange this. Unless otherwise agreed, these Terms, including Clauses 18 and 19 will continue to apply to the relevant PR Wine, with the necessary modifications.

22. Our Legal Responsibility for PR Wine

22.1 While we will take all reasonable care to ensure that your PR Wine is at all times carefully handled and stored in the optimum conditions for storage of wine, we shall have no legal responsibility to you for any ullage or deterioration that may occur over time through natural processes to which all wines, corks, bottles and/or packaging may be susceptible, however carefully handled and stored.

22.2 While we are always happy to give our opinion, upon request, as to the value, condition, saleability and/or drinkability of any of your PR Wine, we shall have no legal responsibility to you for any such opinion. We do not hold a financial adviser’s licence issued by the Monetary Authority of Singapore, neither are we authorised to give financial or investment advice under the Financial Advisers Act 2001.

22.3 Our liability to you for any breach of the PR Contract or negligence on our part in relation to your PR Wine resulting in its partial/total loss shall be limited to the cost of replacing the PR Wine at the lowest market value available or at fair market value at the date of the relevant loss.

22.4 We shall have no legal responsibility to you for any fault or deterioration in any of your PR Wine bought from us which arises, after its delivery to you, as a result of fair wear and tear, wilful damage, accident, negligence by you or any third party, or from your handling or storing the PR Wine inappropriately.

23. Transfer upon Death

23.1 In the event that we are holding PR Wine on behalf of a Client who is deceased, we shall only release such PR Wine to the Client’s beneficiary/beneficiaries, or to the executor/administrator of the Client’s estate, once we have been provided with the relevant proof of title (including Grants of probate/letters of administration issued by the relevant Courts) setting out such beneficiary/beneficiaries, or such executor/administrator’s entitlement to the PR Wine.

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:

• The Company offers the storage of Wines and Spirits (“Goods”) and/or provide related or ancillary services in relation to such storage; and
• The Client who chooses to store purchased but uncollected and/or undelivered Goods from the Company, with the Company (each term as defined below).

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:

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.