Justerini & Brooks Limited ("we", "us", "our") has considerable experience in buying and selling fine wine and rare whiskies. To enquire about selling your wine(s) ("Wines") and/or whiskies (“Whiskies”), all together (the "Products") through our broking list (our "Broking Market") please contact us via our website (www.justerinis.com) (our "Website") or contact one of our broking sales staff.
Please ensure that you have read and understand the terms and conditions set out below (the "Terms") before submitting a request for your Products to be advertised on our Broking Market.
Justerini & Brooks Limited is a company registered in England and Wales under company number 00068576 and registered address 61 St James's Street, London SW1A 1LZ. Our VAT number is GB217112703.
2.1 The Terms will become binding on you when, following receipt of written instructions from you, we confirm to you in writing that we agree to advertise your Products on our Broking Market. When we provide such confirmation, a contract will be formed between us which incorporates these Terms ("Broking Contract"). No price or other information contained on our Website shall constitute an offer to contract.
2.2 These Terms apply to the Broking Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1 To broker your Products with us you must have a Justerini & Brooks account ("Account"); please contact us for information on setting up an Account. Any request to broker your Products must be placed online, via our Website or by contacting one of our broking sales staff.
3.2 At our sole discretion we may agree or decline to add your Products (or a selection of your Products) to our Broking Market for any reason. Any decision we make in this regard is final. If we agree to add your Products to our Broking Market, we will contact you to verify each request to broker Products placed through your Account. Provided you confirm the request has been legitimately placed and we agree to broker your Products, we will arrange with you delivery of your Products to Cellarers (Wines) Limited ("Cellarers"), at your cost, to enable us to quality check your Products in accordance with clause 3.3.
3.3 Without prejudice to clauses 3.2, 3.4 and 3.10 and notwithstanding our agreement with you as provided for in clause 2.1, we will not advertise any of your Products on our Broking Market unless they have passed our quality checks. Our quality conditions may be updated by us from time to time at our complete discretion and include but are not limited to the following:
3.3.1 we do not accept strip labelled stock or stock from outside of the European Economic Area;
3.3.2 all Wines must be in original wooden cases only unless otherwise agreed;
3.3.3 you must notify us of any and all instances where there are discrepancies with the case size of any of your Wines;
3.3.4 your Wines must comply with EU and UK labelling laws with specific mention of sulphites and egg / dairy residues, with relevant labelling to be in English and proceeded by the word “contains”;
3.3.5 all Wines must show a bottling lot number on the bottle in accordance with EU Regulation 89/396; and
3.3.6 all Products must have clean labels and levels at base neck or better; and
3.3.7 all Wines must be in original cases.
3.4 Our quality checks are designed to enable us to assess whether a product is in good and saleable condition. If, after completing our quality checks, in our opinion your Products are not in good and saleable condition, we shall return them to you at your cost or we may contact you to discuss advertising them on our Broking Market for sale at a discount. We may, in our absolute discretion, make exceptions for very old or rare bottles by special arrangement. For avoidance of doubt, the fact that your Products have passed our quality checks does not mean that you have no liability to us should the Products turn out to be of unsatisfactory quality, counterfeit, or otherwise defective having been sold by us in good faith on the Broking Market.
3.5 You warrant and undertake that:
3.5.1 you are the sole owner of the Products or are fully authorised by the owner of the Products to enter into this Agreement on behalf of the owner;
3.5.2 the Products are genuine and are not counterfeit or have not been tampered with or altered from their original state in any way; and
3.5.3 if requested you shall supply Us with all necessary information and documentation to demonstrate the ownership and provenance of the Products.
3.6 You shall notify of us immediately should you because aware of any third-party right, interest or claim in respect of the Products.
3.7 We will use reasonable efforts to sell those of your Products that are advertised for sale on our Broking Market. However, we do not guarantee a timescale for achieving a sale nor do we guarantee that we will succeed in selling your Products, as this depends upon the demand in the market for your Products at the time they are advertised for sale.
3.8 We will continue to advertise your Products for sale on our Broking Market until: (i) they sell; or (ii) if you have requested withdrawal of your Products from our Broking Market in accordance with clause 6.2, the date which is 7 days after we and Cellarers receive such notification.
3.9 We can remove your Products from our Broking Market at any time and for any reason on giving reasonable notice to you. Any decision we make in this regard is final.
3.10 We are not permitted to advertise certain Wines on our Website or wine-searcher due to the instructions received from some wine producers, but we can still sell these Wines off-line. If this is applicable to any of your Wines we will notify you following receipt of your written instructions to place the Wines on our Broking Market and it will be your decision whether or not to proceed on this basis.
4.1 We will give you a sale price for your Products which is a statement of our reasonable opinion as to the value of the Products in question on the basis of the current UK market at the time of valuation ("Market Price").
4.2 You may suggest to us that your Products are advertised for sale on our Broking Market at a price that varies by a maximum of 5% from the Market Price. For the avoidance of doubt we will determine and notify you of the final sale price of your Products ("Sale Price"). If you do not agree with our determinted Sale Price, you are free to not list the Product on our Broking Market. All Sale Prices are in Pounds sterling.
4.3 You acknowledge that the market value of your Products may change over time and that we may revise the Sale Price(s) of your Products on our Broking Market at our sole discretion. We shall give you reasonable notice in advance of any changes to the Sale Price. We will not adjust the Sale Price(s) without your approval however if within 30 days from such notification we do not hear from you confirming that you agree with the new Sale Price(s), we will remove your Products from our Broking Market.
5.1 We may, in our absolute discretion (but are not obliged to), accept any customer order to purchase your Products ("Order") (or part of an Order) made in respect of your Products, which is at or above the Sale Price. Unless otherwise agreed with you in writing, we will not sell any of your Products for less than their advertised Sale Price.
5.2 Following acceptance by us of an Order, we will purchase the Products from you for onward sale to the relevant customer (the "Customer") by issuing you a purchase order ("Purchase Order") for the amount of the Sale Price less:
5.2.1 our "Brokerage Fee", which is an amount equivalent to 10% of the Sale Price, provided that for any Product that is valued at less than £300, a flat "Brokerage Fee" of £30 shall apply;
5.2.2 any storage charges owed to us in respect of your Products for the period up to and including the date of their despatch to the Customer;
5.2.3 all delivery charges related to collection of your Products from Cellarers and delivery to a purchaser of your Products; and
5.2.4 any other outstanding charges owed by you or assigned to us (including, but not limited to, any outstanding charges in respect of any products purchased by you from us and any storage charges owed in respect of any other of your Products stored by Cellarers).
5.3 Once we have issued a Purchase Order to you in respect of your Products, a binding sale contract is formed between you and us for the sale of your Products to us for onward sale to the Customer and accordingly you shall not be permitted to withdraw the relevant Products from the Broking Market.
5.4 We will credit your Account with the amount specified in the Purchase Order within 30 days of the date of issue of the Purchase Order. All payments shall be made in Pounds sterling and only to the bank account under your name included in your Account.
5.5 Any sale of your Products to a purchaser shall be on our standard terms and conditions applicable to sale to consumers and storage of reserves ("General Terms and Conditions of Sale and Storage applicable to consumers") or our standard terms and conditions of sale and storage applicable to trade customers ("General Terms and Conditions of Sale and Storage applicable to trade customers"), as appropriate, as each such set of terms and conditions may be amended from time to time and are available from us on request.
5.6 Our General Terms and Conditions of Sale and Storage applicable to consumers and our General Terms and Conditions of Sale and Storage applicable to trade customers provide for cancellation of an Order or return of goods in certain circumstances. We will notify you if any Order for your Products is cancelled or returned. You acknowledge and agree our purchase of the Products from you in accordance with clause 5.3 above is conditional on us entering into a contract for the onward sale of your Products which is not cancelled for any reason. If our contract for the onward sale of your Products is cancelled for any reason, we may at our discretion return the relevant Products to you and require repayment by you of the amount we paid to you as specified in the Purchase Order.
6.1 All Products advertised on our Broking Market must be stored in the warehouse operated by Cellarers from the date on which they are first advertised until such time as they are sold or withdrawn from our Broking Market.
6.2 Delivery of your Products to Cellarers shall be at your cost and may be arranged by you or, on your request, by Cellarers and us. Any request by you to withdraw your Products from Cellarers must be notified to Cellarers by email to email@example.com and to the broking team at Justerini & Brooks at least 7 days before your requested withdrawal date. Any notice period given which is shorter than that specified in this clause 6.2 shall be treated as a request for withdrawal 7 days after the date on which we and Cellarers receive your written request.
6.3 You acknowledge and agree that if an Order is placed for your Products and is accepted by us in good faith before your withdrawal request has taken effect, it may not be cancelled unless on request by the purchaser of your Products in accordance with our General Terms and Conditions of Sale and Storage applicable to consumeror General Terms and Conditions of Sale and Storage applicable to trade customers, as applicable.
6.4 Our standard delivery charges, packaging charges and handling charges (with respect to any Products that have been purchased from suppliers other than us), as may be amended by us from time to time, apply and are available on request. Collections from outside mainland Great Britain and express deliveries shall incur additional delivery charges. Charges may vary between destinations within mainland Great Britain. We reserve the right to charge additional delivery charges in the event of a non-delivery caused by your failure to provide adequate delivery instructions and/or your non-availability to receive the delivery.
6.5 If, at the time you request us to broker any of your Products which are already stored at Cellarers, any agreement by us to advertise your Products on our Broking Market shall be conditional on payment in full of any storage or other charges which you owe to us or any amounts which are debts assigned to us. We shall be entitled to set-off all such sums against the Sale Price in the event you do not pay these to us.
7.1 By requesting us to broker your Products, you agree to be bound by our General Terms and Conditions of Sale and Storage applicable to consumers or General Terms and Conditions of Sale and Storage applicable to trade customers (as applicable) in so far as they are applicable to the storage of your Products in Cellarers. For the avoidance of doubt, we shall procure that any Products stored by you in Cellarers are insured in accordance with clause 3.6 of our General Terms and Conditions of Sale and Storage applicable to consumer customers or with clause 3.8 of our General Terms and Conditions of Sale and Storage applicable to trade customers, as appropriate.
8.1 You retain title to your Products up until the point we enter into a binding contract for the onward sale of your Products to a Customer, provided that you authorise us to sell such Products to purchasers on the Broking Market in accordance with these Terms.
8.2 As soon as we issue an order acknowledgement or pro-forma invoice to a Customer for the sale of your Products to them, title to the relevant Products will pass to us to enable us to sell your Products to the Customer. Title will then pass to the Customer upon receipt of payment from the Customer in accordance with our General Terms and Conditions of Sale and Storage applicable to consumers or our General Terms and Conditions of Sale and Storage applicable to trade customers, as appropriate.
8.3 While your Products are stored in Cellarers, risk in those Products transfers to us when the Products are received into storage in accordance with our General Terms and Conditions of Sale and Storage applicable to consumers or our General Terms and Conditions of Sale and Storage applicable to trade customers, as appropriate, until such time as:
8.3.1 we issue an order acknowledgement or pro-forma invoice to a purchaser of your Products and risk in those Products passes to the purchaser in accordance with our our General Terms and Conditions of Sale and Storage applicable to consumers or our General Terms and Conditions of Sale and Storage applicable to trade customers, as appropriate; or
8.3.2 we remove your Products from the Broking Market (for whatever reason) and return the Products to you, in which case risk in those Products will transfer back to you upon delivery to you or collection by you (as applicable).
This clause 9 only applies if you are a trade customer.
9.1 Nothing in these Terms limits or excludes our liability for:
9.1.1 death or personal injury caused by our negligence;
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
9.1.4 defective products under the Consumer Protection Act 1987.
9.2 Subject to clause 9.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Broking Contract for:
9.2.1 any loss of profits, sales, business, or revenue;
9.2.2 loss or corruption of data, information or software;
9.2.3 loss of business opportunity;
9.2.4 loss of anticipated savings;
9.2.5 loss of goodwill; or
9.2.6 any indirect or consequential loss.
9.3 Subject to clause 9.1, our total liability to you in respect of all losses arising under or in connection with the Broking Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Product that is the subject of the claim at the time of the claim.
9.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the services we provide. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
This Clause 10 only applies if you are a consumer.
10.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this Broking Contract.
10.2 You agree not to use the Broking Market for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
10.3 We do not in any way exclude or limit our liability for:
10.3.1 death or personal injury caused by our negligence;
10.3.2 fraud or fraudulent misrepresentation;
10.3.3 any breach of the terms implied by the Consumer Rights Act 2015; or
10.3.4 defective products under the Consumer Protection Act 1987.
10.4 Nothing in this Contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). The Consumer Rights Act 2015 requires that the services that we provide to you must be carried out with reasonable care and skill. We are under a legal duty to supply you with services that are in conformity with this Broking Contract. This is a summary of some of your key rights. For detailed information from Citizens Advice on your statutory rights and available alternative dispute resolution options please visit www.citizensadvice.org.
11.1 You indemnify us and shall keep us fully and effectively indemnified on demand from and against any loss, liability, cost, claim, proceeding, demand, damage or expense we incur or suffer in relation to the sale of your Products via our Broking Market (including, but not limited to, any claims which relate to the quality, provenance or ownership of your Products or cancellation of an Order by us as a result of an act or omission on your part), save to the extent that such loss, liability, cost, claim, proceeding demand, damage or expense is directly attributable to our acts or omissions.
12.1 We shall not be liable 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"), nor any loss and/or damage arising from any such Force Majeure Event. Where we are unable to supply Products to you for an unreasonable length of time, or unable to store your Products in Reserves for an unreasonable length of time, we will allow you to cancel your Contract and where you have paid in advance for Products/services we have been unable to supply, we will make an appropriate refund of the sums you have paid for such Products /services.
12.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), explosion, storm, earthquake, subsidence, epidemic or other natural disaster, act of war, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport and impossibility of the use of public or private telecommunications networks.
13.1 In the event of any conflict between these Terms and our General Terms and Conditions of Sale and Storage applicable to consumers and/or our General Terms and Conditions of Sale and Storage applicable to trade customers, these Terms shall prevail.
13.2 The Broking Contract and, where your Products are stored in Cellarers, the General Terms and Conditions of Sale and Storage applicable to consumers and/or our General Terms and Conditions of Sale and Storage applicable to trade customers, constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Broking Contract or, where relevant, the General Terms and Conditions of Sale and Storage applicable to consumers and/or our General Terms and Conditions of Sale and Storage applicable to trade customers.
13.4 We have the right to revise and amend these Terms at any time upon prior notice posted upon our Website - please refer to our Website for the latest version of the Terms. By continuing to advertise your Products on our Broking Market, you consent to any amendments we may make to our Terms.
13.5 You may not assign or sub-contract any of your rights or obligations under these Terms without our prior written consent. We can transfer all or any of our rights or obligations under these Terms to another organisation at our sole discretion.
13.6 If either of us does not exercise any of the rights we have in these Terms, or delays in exercising those rights, that shall not be seen as the surrender of those rights, or affect that party's ability to enforce those rights at a later date.
13.7 A person who is not a party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
13.8 If any of these Terms or any provision of the Broking Contract are determined by a competent authority to be invalid, ineffective or unenforceable, the rest of the Terms shall continue to be valid and enforceable.
13.9 If you are a consumer, please note that these Terms and any dispute or claim arising out of or in connection with them are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
13.10 If you are a trade customer, these Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.11 If you are a trade customer, we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).