Terms & Conditions
We are Montague Fine & Rare Wines Limited, a company registered in England and Wales. Our company registration number is 6852174 and our registered office is at 118 Pall Mall, London, England, SW1Y 5EA, UK. Our VAT number is 947 2697 74.
Montague Fine & Rare Wines Limited are a government approved wholesaler of alcohol under Her Majesty's Revenue and Customs (HMRC) Alcohol Wholesaler Registration Scheme (AWRS). Our government registration record can be checked against the official HRMC website with our Unique Reference Number (URN): XYAW 000 0011 4886.
You can contact us by telephone at +44 (0) 207 863 1741 or by writing to us at cellar@montaguefinewines.com or 118 Pall Mall, London, SW1Y 5EA, UK.
1. Interpretation
1.1. “We”, “us" and “our” means Montague Fine & Rare Wines Limited; "you" means the customer agreeing to these terms and conditions in accordance with the provisions herein.
1.2. The definitions in this clause apply to the terms and conditions set out in this document:
(i) Delivery: has the meaning set out at clause 3;
(ii) Delivery Date: refers to the date the Selected Wines and/or Selected Spirits are delivered to you, or where title is appropriated by you at the Warehouse under these Terms;
(iii) Force Majeure Event: shall have the meaning given in clause 10;
(iv) Selected Wines and/or Selected Spirits: the wines and that we are selling to you as set out in the Order;
(v) Order: your order for the Selected Wines and/or Selected Spirits;
(vi) Order Confirmation: shall have the meaning given in clause 2.5;
(vii) Warehouse: the wines and spirits storage environment offered through Octavian’s service at Corsham Cellars, operated by Octavian Plc.
(viii) Our website: means montaguefinewines.com.
(ix) Terms: the terms and conditions set out in this document; and
1.3. Headings do not affect the interpretation of these Terms.
2. The Agreement
2.1. These Terms, the Order and our price list set out the whole agreement between you and us for your purchase of the Selected Wines and/or Selected Spirits. Please check that the details in the Terms or on the Order are complete and accurate before you commit yourself to the contract. If you think there is a mistake or omission in these documents, please contact us immediately. Any changes to the specification of the Selected Wines and/or Selected Spirits or other variation to the Terms or Order that you agree with our authorised employees and agents will be only be binding if recorded in writing. We only accept responsibility for fraudulent statements and representations by our authorised employees and agents that are made in writing. Please ensure that you read and understand these Terms before you sign and submit the Order, because you will be bound by them once a contract comes into existence between us in accordance with clause 2.5.
2.2. Any samples, drawings, or advertising we issue, and any illustrations contained in our catalogues or brochures, are produced solely to provide you with an approximate idea of the Selected Wines and/or Selected Spirits they describe.
2.3. If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.
2.4. The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.
2.5. These Terms shall become binding on you and us when:
(a) we issue you with written acceptance of an Order or at our discretion confirm acceptance orally (Order Confirmation); and
(b) payment for the Selected Wines and/or Selected Spirits has cleared into our bank account,
at which point a contract shall come into existence between us.
2.6. We shall assign an order number to the Order and inform you of it. Please quote the order number in all subsequent correspondence with us relating to the Order.
2.7. We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes to our operating practices. You will be subject to the policies and terms in force at the time that you order the Selected Wines and/or Selected Spirits from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
3. Delivery
3.1. We will arrange for the Selected Wines and/or Selected Spirits to be delivered to the Warehouse for storage, or to the delivery address specified by you at the time of ordering.
3.2. We will notify you of the Delivery Date.
3.3. We will pay freight, carriage, insurance and other costs of delivery from the supplier to the Warehouse.
3.4. Delivery of the Order shall be completed when the Selected Wines and/or Selected Spirits are delivered to the bonded warehouse, or (where indicated on the order) the Selected Wines and/or Selected Spirits have reached their specified delivery destination. Any Duty or VAT due on said orders, not being held under bond, will be included in the purchase price.
3.5. The Selected Wines and/or Selected Spirits will be held at the Warehouse on your behalf if that is the written agreement between us.
3.6. Acceptance of Selected Wines and/or Selected Spirits. It is your obligation to inspect goods immediately upon receipt and notify ourselves or the carrier immediately of any shortage or damage. In the absence of any notification within 3 days, the shortage, damage, or any other deficiency will be deemed to have occurred after delivery to you and therefore not our responsibility.
4. Quality and Attributes
4.1. Whilst we make every effort to ensure the proper cellaring of wines and spirits in our possession and will act in good faith in purchasing wines and spirits, we cannot be held responsible for the condition of wines or spirits, or whether they show any attributes which might be expected. In our absolute discretion we will consider requests for replacing the unopened balance of an order which is undrinkable.
5. Storage
5.1. For specific wine and/or spirit investment portfolio Selected Wines and/or Selected Spirits, the first sixty months from the Delivery Date and while the Selected Wines and/or Selected Spirits remain there by our arrangement, there will be no charge to you for the insurance and storage of the Selected Wines and/or Selected Spirits. This does not include any Selected Wines and/or Selected Spirits that do not form part of a wine or spirit investment portfolio managed by Montague Fine & Rare Wines Ltd.
5.2. [After sixty months has elapsed after the delivery of the Selected Wines and/or Selected Spirits to the Warehouse, you will be charged a nominal fee for the ongoing storage and insurance of the Selected Wines and/or Selected Spirits. You will be invoiced in advance for such fees covering 12 months, or part thereof, and you agree to pay the reasonable charges stated in such invoices within the timescale stated therein.]
5.3. If you wish to remove the Selected Wines and/or Selected Spirits you must give us 48 hours notice of you intention to remove the Selected Wines and/or Selected Spirits. We will arrange for the Selected Wines and/or Selected Spirits to be made available for removal from the Warehouse (whether following a sale or the Selected Wines and/or Selected Spirits or upon your request for the Selected Wines and/or Selected Spirits to be delivered to another storage facility), within a reasonable time and provide confirmation of the same.
5.4. Following our confirmation that the Selected Wines and/or Selected Spirits are available for removal you shall arrange for the Selected Wine to be collected within 14 days and pay any costs arising from the storage, collection, removal, onward transportation and any other related costs. You agree to reimburse us for any costs or expenses arising from any act or omission in connection with this clause.
5.5. Selected Wines and/or Selected Spirits removed by you and whose sale is no longer to be managed by Montague Fine & Rare Wines Ltd will incur a 5% fee based upon their current value at the time of removal.
5.6. We will endeavour to notify you of approximate removal costs on receipt of your notice under clause 5.3 and will arrange for the Selected Wines and/or Selected Spirits to be removed from relevant insurance policies from the date of removal.
6. Title and Risk
6.1. Ownership of the Selected Wines and/or Selected Spirits will pass to you when we receive payment in full of all sums due for the Selected Wines and/or Selected Spirits as stated in the Order.
6.2. Once ownership of the Selected Wines and/or Selected Spirits has passed to you under clause 6.1, we will provide you with a documentation evidencing your ownership of the Selected Wines and/or Selected Spirits and, where necessary, this will include a reference for use in identifying the Selected Wines and/or Selected Spirits at the Warehouse following cancellation of the order in accordance with clause 13.1 ownership of the Selected Wines and/or Selected Spirits will immediately pass to us.
6.3. While the Selected Wines and/or Selected Spirits are stored at the Warehouse by our arrangement, we will pay for the Selected Wines and/or Selected Spirits to be insured against loss or damage but we do not make any warranties as to the precise terms and particular insured risks of the insurance arranged.
6.4. [Where you have title in the Selected Wines and/or Selected Spirits and:
(i) we enter into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation with the consent of the other party, such consent not to be unreasonably withheld or delayed);
(ii) an administrator is appointed or if a receiver, administrative receiver or manager is appointed over any part of our assets or undertaking;
(iii) an effective resolution is passed to wind up the company (or if a liquidator is otherwise appointed); and
(iv) we cease to carry on business or are deemed to be unable to pay our debts within the meaning of the Insolvency Act 1986 Section 123(1),
you may at any time require us to deliver up the Selected Wines and/or Selected Spirits and arrange for their removal under clauses 5.3, 5.4 and 5.5, and if we fail to comply with our obligations thereunder, you may enter the Warehouse in order to recover the Selected Wines and/or Selected Spirits.]
6.5. The risk of any damage or loss to the Selected Wines and/or Selected Spirits resulting from its removal as described in clause 5.4 will pass to you at the time the Selected Wines and/or Selected Spirits leave the Warehouse. You will be responsible for insuring the Selected Wines and/or Selected Spirits against any damage or loss from this point.
6.6. [If the Selected Wines and/or Selected Spirits are lost or damaged at the Warehouse we will pay you the market value of the lost or damaged Selected Wines and/or Selected Spirits.]
7. Price and Payment
7.1. The price of the Selected Wines and/or Selected Spirits will be as set out by us in the Order. Prices are liable to change at any time, but price changes will not affect Orders that we have confirmed in writing. Prices are set out as being per case or per bottle (bt) as indicated.
7.2. The price stated by us in the Order comprises the cost to us of acquiring the Selected Wines and/or Selected Spirits and includes our margin. We are free to change the margin that we charge (or to change to a different method of calculating and charging margin) but such changes will not affect Orders that we have confirmed in writing.
7.3. There is no additional charge for the delivery of the Selected Wines and/or Selected Spirits to the Warehouse or for the first sixty months of storage therein (as per clause 5.1) - unless Selected Wines and/or Selected Spirits are transferred out of our control, at which point you will become liable for all storage, insurance and delivery costs up to and including the date of transfer.
7.4. Should you decide to transfer your Selected Wines and/or Selected Spirits out from our management the costs in clause 7.3 are payable in advance of said transfer.
7.5. Selected Wines and/or Selected Spirits held under bond on your behalf. The price stated does not include VAT or import duty. You will be liable to pay any VAT or import duty due on the Selected Wines and/or Selected Spirits in the event that such taxes and duties become payable.
7.6. Payment is due upon placing an Order with the exception of the price stated in a wine and/or spirit investment portfolio Order - this due for payment 15 days from the date of the Order, or as otherwise confirmed by us on the Order. Payment may be made by automated transfer or cheque (allowing 5 working days to clear). Credit and Debit card payments may only be used for non wine or non spirit investment portfolio Selected Wines and/or Selected Spirits orders.
7.7. If you do not make any payment due to us by the due date for payment (as set out in clause 7.6), we may charge interest to you on the overdue amount at the rate of 5% a year above the base lending rate of Barclays Bank Plc. from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
7.8. Without limiting any other remedies or rights that we may have, we shall be entitled to retain ownership of the Selected Wines and/or Selected Spirits and we may cancel or suspend any other outstanding Order until you have paid any outstanding amounts in respect of any invoice.
7.9. If any payment is overdue for 14 days or the Selected Wines and/or Selected Spirits have not been collected within three months of our confirmation under clause 5.3, or there is an earlier indication from you that payment will not be made or the Selected Wines and/or Selected Spirits will not be collected, we shall be entitled to send written notice to the invoice address of our intention to deal with, sell or otherwise dispose of the Selected Wines and/or Selected Spirits and 7 days thereafter we shall be at liberty to do so unless payment in full is received or the Selected Wines and/or Selected Spirits are collected before the close of business on the seventh day. Any method of resale is entirely at our discretion.
7.10. Upon resale you will receive a credit of 80% of the lower of the net proceeds of the resale and the price of our original sale to you. Any balance after the credit shall remain payable by you and shall continue to carry interest.
7.11. Our rights under this clause do not affect any other remedies we would otherwise have under law or under these Terms.
8. Subsequent Sale of the Selected Wines and/or Selected Spirits
8.1. You may sell the Selected Wines and/or Selected Spirits at any time.
8.2. Where the Selected Wines and/or Selected Spirits are stored at a Warehouse by our arrangement and you wish us to arrange on your behalf for the Selected Wines and/or Selected Spirits to be sold, you must instruct us to do so using the form that we require to be submitted in such circumstances (which we will provide at that time).
8.3. Where appropriate, we will act with reasonable care and skill in seeking a buyer for the Selected Wines and/or Selected Spirits and we will advise you of a minimum sale price that we are able to achieve before selling the Selected Wines and/or Selected Spirits. The sale value of the Selected Wines and/or Selected Spirits received by you from us will be at 10% below the agreed market value at the time of sale.
8.4. Where you do not pay any invoices relating or connected to the storage of the Selected Wines and/or Selected Spirits within [14] days of the due date for payment, you will be deemed to submit an instruction to us to sell the Selected Wines and/or Selected Spirits.
8.5. Where a sale takes place under this clause 8, we will hold the proceeds of the sale (less any costs incurred and, in the case of a sale under clause 8.4 less deductions necessary to pay any outstanding invoice) in a bank account for you and will pay the proceeds over to you upon your instruction (subject to suitable confirmation, if necessary, as to your identity).
9. Warranty and Liability
9.1. As we are not involved in the production of the Selected Wines and/or Selected Spirits we do not give any warranty or make any representation as to:
(a) The suitability of the Selected Wines and/or Selected Spirits for you as a speculator in its future price. You agree that the value and therefore your potential or deemed return of the Selected Wines and/or Selected Spirits can fluctuate. Past returns on similar varieties are no guarantee that such returns will be repeated; or
(b) The condition of the Selected Wines and/or Selected Spirits at any time.
9.2. We do warrant that:
(a) We will engage only suitably qualified and reputable third parties to provide bonded warehouse facilities from time to time;
(b) We will ensure the insurance described in these conditions are provided only by reputable insurers; and
(c) We will perform the services described in these conditions with professional skill, care and diligence.
9.3. Our total aggregate liability to you for loss of or damage to the Selected Wines and/or Selected Spirits whether in transit or in storage is set out in clause 9.4 below.
9.4. Our total aggregate liability to you for claim arising out of or in connection with the contract shall not exceed the price paid by you for the Selected Wines and/or Selected Spirits which give rise to the claim or liability.
9.5. Except as set out in these conditions we will have no liability to you arising out of the contract, whether the liability arises in contract, tort (including negligence) from the statute or otherwise.
9.6. If you have any queries, complaints or comments about the Selected Wines and/or Selected Spirits, these should be sent to [Montague Fine & Rare Wines Ltd at 118 Pall Mall, London, SW1Y 5EA, UK].
9.7. We do not accept any liability or responsibility in relation to any statements made by us anywhere concerning tax. Such statements are made based on our general understanding of current tax legislation and do not relate to your particular circumstances (in relation to which you should seek your own professional advice if you are uncertain).
9.8. The value of the Selected Wines and/or Selected Spirits may not appreciate over time and may in fact depreciate. Accordingly, we make no representations or guarantees as to the future value of the Selected Wines and/or Selected Spirits or the profit or loss that you might make on their sale and we do not accept any liability for any changes in the value (whether estimated or realised) of the Selected Wines and/or Selected Spirits purchased.
10. Events Outside Our Control
10.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).
10.2. A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks; or
(f) pandemic or epidemic.
10.3. Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
11. Assignment and Agency
11.1. You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
11.2. You authorise us to act as your agent for the purposes of obtaining and retaining storage of the Selected Wines and/or Selected Spirits at the Warehouse and in relation to the sale of the Selected Wines and/or Selected Spirits.
12. Notices
12.1. All notices sent by you to us must be sent to Montague Fine & Rare Wines Ltd at 118 Pall Mall, London, SW1Y 5EA, UK. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that the e-mail was sent to the specified e-mail address of the addressee.
13. Cancellation Rights
13.1. Once the contract has been formed in accordance with clause 2.5, you may cancel the Order at any time up until close of business on the seventh working day from the Delivery Date.
13.2. If you cancel the Purchase Order after the Selected Wines and/or Selected Spirits has been delivered, you will bear the reasonable cost of returning the Selected Wines and/or Selected Spirits to us. If the Selected Wines and/or Selected Spirits have been delivered to you, we will arrange for the Selected Wines and/or Selected Spirits to be collected from you at a mutually convenient time as soon as possible after cancellation and in any event within three working days of cancellation.
13.3. You will bear the risk of loss or damage to the Selected Wines and/or Selected Spirits returned after cancellation until they are delivered to us or to the supplier, whichever occurs sooner.
13.4. Upon receipt of the Selected Wines and/or Selected Spirits, we will refund the payment made by you for the Selected Wines and/or Selected Spirits in the Order.
13.5. For the purposes of this right and the information that we are required to give you in that regard: the Selected Wines and/or Selected Spirits and the price are as described in the Order, the arrangements for payment and delivery are as described in these Terms and the Order, and notice of your intention to exercise the right should be given in accordance with clause 12.
13.6. In the event that we discuss the Selected Wines and/or Selected Spirits with you face to face before you submit the Order, the rights in this clause 13 will not apply.
14. General
14.1. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining Terms, which will continue to be valid to the fullest extent permitted by law.
14.2. If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
14.3. A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
14.4. These Terms shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts.