Terms & Conditions

LAST UPDATED: October 23, 2024

GENERAL

At Vinovest, we strive to offer a first-class experience for our members, and uphold the highest degree of professionalism. The following terms and conditions (“Terms”) constitute a binding agreement between you and Vinovest, its affiliates, and its and their parent and subsidiary companies (collectively, “Vinovest,” “we,” or “us”) with respect to your use of this website (the “Vinovest Site”) and the services available on such platforms (together with the Vinovest Site, the “Services”), including any Content (as defined below). If you do not agree to these Terms, please do not use or access the Vinovest Site or Services for any purpose. Additional policies, terms, and conditions applicable to certain Services, specific areas of the Vinovest Site, or to particular content or transactions, may also be posted in particular areas of the Vinovest Site and, together with these Terms, govern your use of those areas. Any such additional policies, terms, and conditions are incorporated into these Terms. If any inconsistency exists between these Terms and such additional policies, terms, and conditions, such additional policies, terms, and conditions applicable to those specific areas of the Vinovest Site will be controlling. Vinovest reserves the right to cancel and/or terminate any user’s account for any violation of these Terms or other terms stated on the Vinovest Site. Fraudulent behavior, creating multiple accounts to acquire additional credits, spamming, flaming, excessive use of profanity or abusive language, on the Vinovest Site or any other website in regards to Vinovest, or while contacting any of our team, will not be tolerated.

You must be at least 21 years (18 outside of the United States) of age to use the Vinovest Site and purchase alcohol through the Services. A valid government-issued ID may be required upon delivery.

Wine and or whiskey sales are solicited, offered, accepted, made, and delivered by a licensed winery or distillery who receives all orders. To address possible state alcoholic beverage law concerns, Vinovest pays for new member referrals and discount shipping through an instant rebate that discounts a portion of the price of each item the existing member purchases. Void where prohibited.

The Vinovest Site also provides pricing and market information. While we endeavor to give you accurate information, we cannot assure you that any of the market and value information that we give you is accurate as of the date you access it and we undertake no obligation to update such information or notify you of any changes to such information. We obtain our pricing information from independent parties and you may find that your ultimate sale price is different from those prices listed on the Vinovest site. You acknowledge that there may be a pricing discrepancy and you agree that Vinovest shall not be responsible for any discrepancy between list price and sale price.

PRIVACY

Your use of the Vinovest Site and Services is subject to our Privacy Notice located at https://vinovest.co/privacy-policy incorporated herein by reference, which applies to the collection, use, disclosure and other processing of personal information by Vinovest.

YOUR ACCOUNT

Registration. If you wish to utilize the Services, you agree to complete the initial registration process according to the requirements stated on the Vinovest Site, and to provide accurate and complete information including, but not limited to, your legal name, age, billing address, delivery address if different), email address, and telephone number. When making a purchase/investment on or through our Services, you must provide accurate and complete information as required when using a credit card, other payment card or bank information, including the cardholder/account holder name, payment card number/account number, expiration date (if applicable), and if requested, card security code, at the time of submitting your order form. You represent and warrant to Vinovest that your use of a payment card or your account in connection with any purchase you make on or through the Services is authorized and legal. As part of the initial registration process, you must provide your email address and choose a password to use when accessing the Services. For your protection, you must keep your email and password secret. You must immediately notify Vinovest if you learn or suspect that the security of your email or password has been breached. You are responsible for any loss or damage arising from your failure to protect your email or password.

Member Information Changes. You are responsible for updating your registration information, and payment service or payment card information, as applicable, and for making sure that the billing address in your registration information is consistent with the billing address for your payment service or payment card. You are also responsible for promptly notifying your payment service or payment card issuer of any changes to your billing information or of any loss, theft, or unauthorized use of your payment service account or payment card number.

Payment. The total amount to be paid by you for your order will be the sum of the prices for the products you select or those selected for you, all applicable taxes, and shipping and handling charges. Payment is due when you submit your order, and you hereby authorize Vinovest to charge such an amount to your payment card at that time. Our management, brokerage, and storage fees are listed from time to time on the Vinovest Site, and we may update these at any time in our sole discretion. You must pay all such fees when due. Management and Storage Fees must be paid within one (1) month from the day that it is due, which is on the 1st day of each month. All payments will be made in U.S. dollars unless otherwise agreed in writing by Vinovest. Vinovest has the right to charge interest on late payments at the rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law, if lower, from the due date until paid. Vinovest has the right to suspend any account after 90 days of nonpayment of management fees. After 180 days of nonpayment of management fees, Vinovest has the right to sell the wines and whiskeys in the account portfolio at a 15% discount to pay for fees.

All alcohol listings are intended for individuals who are 21 years of age or older. Vinovest reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders, in its sole discretion. Vinovest endeavors to provide all of the Services in accordance with law and a shipment of wine and or whiskey requested by you may be suspended or made impossible due to applicable federal, state, county, city and local laws in your jurisdiction. In that case, we will suspend shipping until we can comply with all applicable law. You are responsible for ensuring that your orders do not violate applicable local laws in your jurisdiction. All prices are listed, and all payments to you by us, and to us by you, will be in United States Dollars.

VINOVEST PROGRAM

When you start an account with Vinovest, you will be depositing money into your Vinovest account. If you choose a managed account, you authorize us to put together a portfolio of wine and or whiskey and purchase those wines and or whiskies on your behalf based on the tier/selling timeline that you have selected, and the amount you have deposited. You understand that we will be buying actual wine and or whiskey and storing it in our secure facilities. This wine and or whiskey belongs to you and not Vinovest. We are simply holding the wine and or whiskey for you. Wines and or whiskies held in storage have an insurance policy protecting them at full current market value, with appraisals updated annually by third-party experts. We may engage third parties for wine and or whiskey storage services. If you purchase wine and or whiskey directly from a supplier through the Vinovest Site, that supplier may store the wine and or whiskey at their own secure facility. Our agreements with our suppliers require that they carry an insurance policy protecting your wine and or whiskey at full current market value, with appraisals updated annually.

If you would like to sell your wine or whiskey prior to five years, you can either (i) list your wine or whiskey for sale for a 1.5% fee, or (ii) have the wine or whiskey shipped to you where you may sell the wine in the private market (of course, you may always have your wine shipped to you at any time). The 1.5% fee will be waived for all wine and whiskey sold after five years. An additional purchase condition for your whiskey is that it must be stored for a minimum of three (3) years before requesting to sell, bottle, or ship.

Through the Vinovest Site, you may be able to authorize us to sell wine and or whiskey on your behalf and at your request after five years. After your wine or whiskey has been sold, any outstanding cash balance in your account may be used to pay for Vinovest’s management fees. If there are amounts left after the payment of your management fees, you can leave such an amount in your account or ask for it to be returned to you.

You acknowledge that Vinovest cannot guarantee that the value of the portfolio will increase, nor can we guarantee that the value will not decrease.

Once sold, we will deposit the funds in your account, which you may withdraw at any time thereafter, subject to any management fees collected by Vinovest as described above.

Each time you login to your account, you will be able to see the estimated value of your portfolio. While we endeavor to give you accurate information, we rely on data from third-party data providers and cannot assure you that any of the market and value information that you receive is 100% accurate as of the date you access it. Further, the pricing and market information that we give you is based on data that we receive from third party global sources (such as merchants, exchanges, etc.) and these sources primarily base their pricing in British Pounds (GBP) and Euros (EUR). As such, the pricing shown on the Vinovest Site may fluctuate due to currency fluctuations, which have nothing to do with the intrinsic value of the wine itself. For example, at the time of purchase, your particular wine may be shown as being worth $100. This dollar amount is given based on the pricing we receive from our data sources, which is in GBP. Six months later, the same wine may be shown as being worth $90 or $110 due to the exchange rate between dollars and GBP. This doesn’t mean that the wine has lost or gained any intrinsic value – you may see this by toggling between dollars and GBP when viewing the value of your portfolio. In reality, the value of your wine has stayed the same and is dictated by the market – if a buyer in the US was willing to pay $100 for it at the time of purchase, that buyer may be willing to pay the same price regardless of the exchange rate fluctuation (again, since the wine itself has not really lost or gained any intrinsic value); in essence, it is the Buyer that assumes the currency risk, not you or Vinovest. As stated above, you may toggle between GBP and USD when viewing your portfolio to determine the intrinsic value of the portfolio at any time.

Also, as stated above, you may request us to ship your wine and or whiskey to you (minimum one case at a time). We will not ship individual bottles of wine. We will only ship full cases of wine, and you will accordingly be charged for each entire case you ask us to ship to you. In such an event, we will ship the wine and or whiskey to you at your expense (deducting shipping costs, duties, VAT, tariffs and other taxes from the cash balance of your account) and will ship it as soon as practicable. With whiskey casks, you will be subject to an additional bottling fee to transfer the whiskey from the cask to the bottles before shipping. Shipping and delivery of wine and or whiskey is always subject to the laws of the jurisdiction where the wine and or whiskey is being shipped (whether federal, state, county, city or local law). Wine and or whiskey that has been shipped to you may not be returned to our facilities or added to your portfolio.

You acknowledge that the value of your portfolio will decrease by any wine and or whiskey shipped to you.

RISK OF LOSS

All items purchased from Vinovest are speculative in nature. The price of the wine and or whiskey you purchase may decrease or lose its value completely. If you request delivery, delivery will be made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

ANTI MONEY LAUNDERING

Neither Vinovest nor any of its directors, officers, employees, agents, or other persons acting on its or their behalf shall take any action, directly or indirectly, in connection with its performance under these Terms that may result in a violation of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act 2010, and all other applicable anti-corruption laws and regulations of any jurisdiction (collectively,“Anti-Corruption Laws”), including making, offering, authorizing, or promising anything of value, regardless of form or amount, to obtain a competitive advantage or to receive favorable treatment in obtaining or retaining any business advantage, to any (1) foreign or domestic government official or employee, (2) employee of a foreign or domestic government-owned or government-controlled entity, (3) foreign or domestic political party, political official, or candidate for political office, or (4) any officer or employee of a public international organization.

Vinovest shall comply in all material respects with all applicable anti-money laundering (“AML”) laws and regulations in connection with its performance under these Terms, including, without limitation, the Bank Secrecy Act and the USA Patriot Act, and all rules and regulations promulgated thereunder.

Vinovest shall comply in all material respects with all applicable economic and trade sanctions laws and regulations in connection with its performance under these Terms, including, without limitation, those imposed, administered or enforced by the U.S. government (including those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”)), the United Nations, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”). Use of Vinovest’s services for any dealings linked with jurisdictions Vinovest has deemed high risk, such as Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk Regions, and the Russian Federation is prohibited.

Neither Vinovest, nor any director, officer, employee, agent, or representative of Vinovest shall, in connection with performance of its obligations under these Terms, engage in any transaction or business dealing with or for the benefit of any Sanctioned Person (as defined below) (or involving any property thereof) or involving any Sanctioned Country (as defined below). A “Sanctioned Person” is an entity or an individual that is (i) the subject or target of any Sanctions, (ii) included on OFAC’s Specially Designated Nationals List, Her Majesty’s Treasury (HMT) Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a comprehensively-sanctioned jurisdiction (a “Sanctioned Country”).

Vinovest shall comply in all material respects with all applicable export control laws and regulations in connection with its performance under these Terms, including, without limitation, the Export Administration Regulations and the International Traffic in Arms Regulations promulgated and enforced by the United States government, as well as any similar laws and regulations enforced by other governmental authorities in jurisdictions applicable to the Vinovest (“Export Control Laws”).

DISCLAIMER OF WARRANTIES

THE VINOVEST SITE AND SERVICES AND THE CONTENT PROVIDED ON OR THROUGH THE VINOVEST SITE AND SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND VINOVEST HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. NEITHER VINOVEST NOR ANY PERSON ASSOCIATED WITH VINOVEST MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE VINOVEST SITE OT ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER VINOVEST NOR ANYONE ASSOCIATED WITH VINOVEST REPRESENTS OR WARRANTS THAT THE VINOVEST SITE, SERVICES OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE VINOVEST SITE OR ITS CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

LIMITATION OF LIABILITY

IN NO EVENT WILL VINOVEST, ITS LICENSORS OR CONTENT PROVIDERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE VINOVEST SITE AND SERVICES, OR ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. USE OF THE VINOVEST SITE, SERVICES OR ITS CONTENT IS AT YOUR SOLE RISK.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Vinovest and its officers, directors, employees, agents, licensors and content providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms, or your use of Vinovest Site or Services.

TRADEMARKS

The trademarks and service marks displayed on the Vinovest Site and Services are the registered and unregistered trademarks, service marks and trade dress of Vinovest and its licensors. In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Vinovest Site and Services are trademarks, service marks or trade dress of Vinovest or our partners. Such trademarks, service marks and trade dress may not be used in connection with any product or service that is not Vinovest, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Vinovest. All trademarks not owned by Vinovest that appear in any Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Vinovest.

COPYRIGHT

All content included on or made available through the Vinovest Site and Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Vinovest or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through the Vinovest Site and Services is the exclusive property of Vinovest and protected by U.S. and international copyright laws.

SUBMITTED MATERIALS AND IDEAS

All comments, suggestions, ideas, drawings, images, concepts, or other information or materials disclosed or offered to us by you through the Services or in response to solicitations on the Vinovest Site shall be deemed to be property of Vinovest.

LINKS TO THIRD-PARTY WEBSITES

‍‍The Vinovest Site or Services may contain links to third-party websites. These links are provided for your convenience only. Vinovest has no control over third-party websites and we are not responsible for the content of such websites or the privacy practices of those third-party websites. If you decide to access a third-party website linked from the Vinovest Site, you do so entirely at your own risk and your use of those sites is subject to those websites’ terms and conditions and privacy policies.

DISPUTES

READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS HOW CLAIMS YOU AND VINOVEST MAY HAVE AGAINST EACH OTHER ARE DETERMINED.

Agreement to Arbitrate

You and Vinovest agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to this or previous versions of the Vinovest Terms, your use of the Vinovest Site or Services, or to any products sold or distributed by Vinovest or through the Vinovest Site or Services will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act applies to these provisions.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Vinovest. The arbitration will be conducted by JAMS. The JAMS rules are available at jamsadr.com or by calling 1-800-352-5267. Payment of all filing, administration and arbitrator fees will be governed by the JAMS rules.

The arbitration hearing will be held in the country in which you reside or at another mutually agreed location. You or Vinovest may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Vinovest subject to the arbitrator’s discretion to require an in-person hearing.

The arbitrator will decide all claims in accordance with applicable law. The arbitrator shall not be bound by rulings in prior arbitrations involving other Vinovest members, but is bound by rulings in prior arbitrations involving the same Vinovest member to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the arbitrator’s award may be entered in any court having jurisdiction

Prohibition of Class, Representative, and Consolidated Actions

You and Vinovest agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action. Unless both you and Vinovest agree otherwise, the arbitrator may not join more than one party’s claims, and may not adjudicate or determine any form of a representative, class, or consolidated proceeding. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party bringing the claim, if such relief is warranted by the facts and law. Any relief awarded by the arbitrator will not affect other Vinovest members.

If for any reason a claim proceeds in court rather than in arbitration both you and Vinovest each waive any right to a jury trial. You and Vinovest also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

GOVERNING LAW AND JURISDICTION

Any dispute or claim relating in any way to these Terms or previous versions of these Terms, your use of the Vinovest Site or Services, or any products sold or distributed by Vinovest or through the Vinovest Site or Services, shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule.

Unless you and Vinovest agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, any legal suit, action or proceeding arising out of or related to these Terms or previous versions of these Terms, your use of the Vinovest Site or Services, or any products sold or distributed by Vinovest or through the Vinovest Site or Services shall be instituted exclusively in the federal or state courts located in Los Angeles, California. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

WAIVER AND SEVERABILITY

No waiver of these Terms by Vinovest shall be deemed a further or continuing waiver of such Terms or any other term or condition, and any failure of Vinovest to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

MODIFICATIONS

Vinovest reserves the right to make changes to these Terms at any time. If Vinovest makes a material modification to these Terms, we will notify you by displaying a prominent announcement above the text of the Terms or at Vinovest.co, as appropriate, for thirty (30) days, and that will be deemed sufficient notification of such changes.

The date these Terms were last updated is set forth at the top of this page.

CONTACT INFORMATION

If you have questions or comments about these Terms or the Vinovest Site or Services, please write, phone or email us via the contact information below:

Vinovest, Inc.
8605 Santa Monica Blvd
Ste 17731
West Hollywood, California 90069-4109 US

+1 213-410-4546

help@vinovest.co

PART 1 - PURCHASE TERMS AND CONDITIONS

1. Interpretation
1. 1.1 In these Terms, the following terms shall have the meanings given to them below:
  - Business Day — a day other than a Saturday, Sunday, or public holiday in the United States.
  - Customer — the person or firm who purchases the Goods from Vinovest.
  - Contract — the agreement between the Customer and Vinovest for the sale and purchase of the Goods and/or Services, including these Terms and any Order Confirmation.
  - Duty Paid (DP) Wine — wine in respect of which any applicable local customs duty, excise duty and VAT has been paid. DP Wine is wine that we sell to the Customer Duty Paid.
  - En Primeur (EP) — wine in an unfinished state, before it is bottled and/or shipped by the producer. EP Wine is wine that we sell to the Customer En Primeur. See Part 2 below.
  - EP Contract — an agreement between the Customer and Vinovest for the sale and purchase of EP Wine.
  - Force Majeure Event — means an event, circumstance or cause beyond a party's reasonable control.
  - Goods — the wine that Vinovest sells to the Customer under the Contract.
  - In Bond (IB) — wines that are placed in, and will remain in, a bonded warehouse, with payment of any applicable local customs duty, excise duty and VAT suspended, until it is removed from bond. IB Wine is wine that we sell to the Customer In Bond.
  - Insolvency Event — has the meaning given to it in clause 9.1.2.
  - Order Confirmation — Vinovest' written confirmation of the Order.
  - Order — the Customer's order for the Goods or Services.
  - Site — a warehouse at which any Wine is held for the time being, whether In Bond or Duty Paid.
  - Terms — these terms and conditions.
2. 1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. 1.3 A reference to a party includes its personal representatives, successors and permitted assigns.
4. 1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
5. 1.5 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.
6. 1.6 The Contract shall be binding on, and inure to the benefit of, the parties to the Contract and their respective successors and permitted assigns, and references to any party shall include that party's successors and permitted assigns.
7. 1.7 A reference to writing or written includes email.
2. The Contract
1. 2.1 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
3. 2.3 In the case of DP or IB Wine, the Order shall only be deemed to be accepted when Vinovest issues an Order Confirmation, at which point the Contract shall come into existence. For EP Wine, additional terms apply. See Part 2 below.
4. 2.4 Any samples or advertising provided or produced by Vinovest and any descriptions contained in Vinovest catalogs, brochures or on the Vinovest website are produced for the sole purpose of giving an approximate idea of the Goods. They shall not form part of the Contract nor have any contractual force.
5. 2.5 A quotation for the Goods given by Vinovest shall not constitute an offer. A quotation shall only be valid for a period of fourteen (14) days from its date of issue.
3. The Goods
1. 3.1 The minimum order quantity is one Case.
2. 3.2 All Goods are offered subject to availability. Vinovest shall have no liability for failure to meet a confirmed order where the products in question prove to be unavailable. The Goods will be confirmed when an official invoice is sent.
4. Delivery
1. 4.1 Vinovest shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods.
2. 4.2 Vinovest shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location"). The location may be the existing location of the wine for pick ups.
3. 4.3 In the case of DP Wine, delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4. 4.4 In the case of IB Wine, delivery will be completed when we transfer it to the Customer's chosen location.
5. 4.5 Where it is agreed that the Customer will collect the Goods direct from the supplier:
6. 4.6 Vinovest shall notify the Customer when the Goods are ready for collection;
  1. 4.6.1 delivery will be completed at the earlier of (i) the time when the Customer or its carrier collects the Goods and (ii) five (5) Business Days after the date notified by Vinovest as from when the Goods are ready for collection;
  2. 4.6.2 the Customer is responsible for loading the Goods and for all costs of carriage;
7. 4.7 if the Customer fails to collect the Goods five (5) Business Days after the date notified by Vinovest as from when the Goods are ready for collection, then for the purposes of clauses 4.13 and 4.14 the Customer shall be taken to have failed to accept delivery of the Goods.
8. 4.8 Notwithstanding the above, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Vinovest shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Vinovest with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
9. 4.9 It is the Customer's responsibility to check the Goods upon delivery.
10. 4.10 Any broken, damaged, missing or incorrect Goods should be:
  1. 4.10.1 reported to the carrier (or to the supplier where it is agreed that the Customer will collect the Goods direct from the supplier) and noted on the delivery note and/or the carrier's (or supplier's) electronic handheld device at the time of delivery; or, if that is not possible,
  2. 4.10.2 reported to us in writing (using any of our above contact details) as soon as reasonably possible.
11. 4.11 Vinovest shall not have any liability for broken or damaged Goods, incorrect quantities or incorrect Goods if the Customer does not notify Vinovest of it as soon as reasonably possible and within seven (7) days after the day of delivery at the latest.
12. 4.12 If Vinovest fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the most competitive market available, less the price of the Goods. Vinovest shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Vinovest with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
13. 4.13 If the Customer fails to accept delivery of the Goods after two attempts by Vinovest, then:
  1. 4.13.1 Vinovest shall notify the Customer of the failed delivery attempts;
  2. 4.13.2 Vinovest shall store the Goods until delivery takes place, and may charge the Customer for all related costs and expenses.
14. 4.14 If ten (10) Business Days after the day on which Vinovest notified the Customer of the failed delivery attempts, the Customer has not accepted actual delivery of them, Vinovest may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
15. 4.15 Vinovest may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract subject to these Terms. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
5. Warranty
1. 5.1 Vinovest warrants that the Goods will, on delivery:
  1. 5.1.1 conform in all material respects with their description;
  2. 5.1.2 be of satisfactory quality and appropriate for the age of the Goods.
2. 5.2 Subject to clauses 5.3 to 5.5, if:
  1. 5.2.1 the Customer gives notice in writing to Vinovest within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
  2. 5.2.2 Vinovest is given a reasonable opportunity of examining such Goods, Vinovest shall, at its option (taking into consideration the assessment of the Company Representative (the person nominated by Vinovest to manage the Customer's account)), replace the defective Goods, or refund the price of the defective Goods in full.
3. 5.3 Vinovest' obligations in clause 5.2 shall only apply to Goods in the current vintage of the wine. Such obligations shall not apply in respect of previous vintages.
4. 5.4 Vinovest shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
  1. 5.4.1 the Customer resells or consumes any of such Goods after giving notice in accordance with clause 5.2;
  2. 5.4.2 the defect arises as a result of:
    1. 5.4.2.1 fair wear and tear, wilful damage, accident, negligence by the Customer or any third party;
    2. 5.4.2.2 the Customer's handling or storing the Goods inappropriately; or
    3. 5.4.2.3 ullage, premox, faulty corks 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.
5. 5.5 As wines may age and develop in a non-uniform manner, Vinovest will not have any responsibility to replace the Goods or refund the price for subjective judgements such as in respect of quality or drinkability or where wines are corked or otherwise out of condition. Older wines are therefore sold as seen.
6. 5.6 Except as provided in this clause 5, Vinovest shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
6. Price and Payment
1. 6.1 Unless otherwise stated in the Order Confirmation or these Terms, prices stated are per Case and are correct at time of publication.
2. 6.2 The price may change if the Goods are subject to any taxes, duties or delivery charges applied in the country the Customer has selected for delivery.
3. 6.3 Any factor beyond Vinovest control (including market fluctuations, foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other costs);
4. 6.4 The price of the Goods:
5. 6.5 excludes the costs and charges of transport of the Goods, which shall be invoiced to the Customer.
6. 6.6 Vinovest shall not supply any Goods to the Customer on credit terms until Vinovest has approved the Customer's application for a credit account.
7. 6.7 The Customer shall pay each invoice submitted by Vinovest:
  1. 6.7.1 in accordance with any credit terms (including any periods for payment specified therein) agreed by Vinovest and confirmed in writing to the Customer; and
  2. 6.7.2 in full and in cleared funds to a bank account nominated in writing by Vinovest.
8. 6.8 If the Customer fails to make a payment due to us under the Contract by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.9 will accrue each day at 4% a year above Federal Reserve rates.
9. 6.9 All amounts due under the Contract 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).
7. Limitation of liability
1. 7.1 The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. 7.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. 7.2.1 death or personal injury caused by negligence;
3. 7.3 fraud or fraudulent misrepresentation;
4. 7.4 Subject to clause 7.2, the following types of loss are wholly excluded:
  1. 7.4.1 loss of profits;
  2. 7.4.2 loss of sales or business;
  3. 7.4.3 loss of agreements or contracts;
  4. 7.4.4 loss of anticipated savings;
  5. 7.4.5 loss of use or corruption of software, data, or information;
  6. 7.4.6 loss of or damage to goodwill; and
  7. 7.4.7 indirect or consequential loss.
5. 7.5 Subject to clause 7.2, Vinovest shall not be liable to the Customer in respect of any claim unless written particulars of that claim are notified by the Customer to Vinovest within one year after the date of delivery of the relevant Goods.
6. 7.6 This clause 7 shall survive termination of the Contract.
8. Termination
1. 8.1 Without limiting its other rights or remedies, Vinovest may terminate the Contract with immediate effect by giving written notice to the Customer if:
  1. 8.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so;
  2. 8.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business ("Insolvency Event");
  3. 8.1.3 the Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; or
  4. 8.1.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
2. 8.2 Without limiting its other rights or remedies, Vinovest may suspend delivery of the Goods under the Contract or any other contract between the Customer and Vinovest if the Customer becomes subject to any of the events listed in clause 8.1.2 to clause 8.1.4, or Vinovest reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract on the due date for payment.
3. 8.3 Without limiting its other rights or remedies, Vinovest may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
4. 8.4 On termination of the Contract for any reason the Customer shall immediately pay to Vinovest any outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Vinovest shall submit an invoice, which shall be payable by the Customer immediately on receipt.
5. 8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
6. 8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
9. Force majeure
1. 9.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.
10. Confidentiality
1. 10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 10.2.
2. 10.2 Each party may disclose the other party's confidential information:
  1. 10.2.1 to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party's confidential information comply with this clause 10; and
  2. 10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. 10.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11. Assignment and transfer
1. 11.1 Vinovest may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
2. 11.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Vinovest.

PART 2 - EN PRIMEUR SALES

12. Contract for EP Wine
1. 12.1 An EP Contract shall come into existence when Vinovest sends the Customer an Order Confirmation which includes any EP Wine.
2. 12.2 The amount payable for the EP Wine as stated in the Order Confirmation will be inclusive of the cost of shipping to the UK/France warehouse but exclusive of any applicable local customs duty, excise duty and VAT and any subsequent costs for delivering the EP Wine to the Customer upon its removal from a bonded warehouse. These costs will become payable upon removal of the EP Wine from a bonded warehouse based on the rates prevailing at that time as set by HMRC or our standard delivery charges (as applicable).
3. 12.3 On formation of the EP Contract, the Customer will become entitled to receive from us on a future date (as estimated in the relevant opening offer) EP Wine in the quantities stated in our Order Confirmation, subject to:
  1. 12.3.1 payment of the amount payable immediately as above; and
  2. 12.3.2 the remaining terms and conditions in this Part 2 below.
13. Order Cancellation of EP Wine
1. 13.1 Vinovest will make every effort to meet all EP Wine orders it has acknowledged but if any EP Wine the Customer has ordered proves unobtainable for any reason, Vinovest shall be entitled to cancel the relevant Order in whole or in part without any liability to the Customer other than to either refund any amount paid by the Customer or credit it against any other amount(s) the Customer owes to us, and confirm in writing what we have done.
2. 13.2 If the Customer fails to pay for EP Wine within fourteen (14) days of the prepayment invoice due date, then we reserve the right to cancel the Customer's order and reallocate the wines to other customers.
14. Delivery of EP Wine
1. 14.1 All EP Wines ordered will remain unascertained, and Vinovest will be under no obligation to deliver them to the Customer, until they are shipped to Vinovest and appropriated by us to a relevant EP Contract.
2. 14.2 When any EP Wine included in an EP Contract is delivered to Vinovest, we will notify the Customer in writing of its arrival and transfer it to the Customer's chosen location. Delivery of the relevant EP Wine to the Customer will be completed upon that transfer.
3. 14.3 Ownership of EP Wine will only pass to the Customer when we have received payment in full of all sums due in respect of the EP Wine.