Justerini & Brooks Limited: General terms and conditions of Sale and Storage applicable to consumers

Please ensure that you have read and understand these terms and conditions (the "Terms") before you place an order for any wines or spirits, including any En Primeur Wines (as defined below), listed in the Justerini & Brooks Limited ("we", "us", "our") directory (the "Goods") or request for your Goods to be housed in the warehouse operated by Cellarers (Wines) Limited ("Cellarers") on our behalf.

You may place an order for Goods (an "Order") by telephone on +44 (0)20 7484 6400, email to justbrooksorders@justerinis.com, post to 61 St. James's Street, London, SW1A 1LZ or via our website (www.justerinis.com) ("Website"). Requests for storage of Goods or other wines in the warehouse operated by Cellarers, or delivery of any such Goods from the warehouse, should be made by post to the address referred to above and marked for the attention of "Cellarers", or by email to cellarers@justerinis.com

Please note that where you wish to place wine for sale on our Broking Market, our Broking Market Terms and Conditions apply (latest Terms & Conditions are available on our Website).

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 By placing an Order, you agree that you are capable of entering into legally binding contracts and you are the legal age to purchase alcohol in your country of residence.

2.2 We are free to accept or decline the whole or part of any Order at our absolute discretion. Any decision we make in this regard is final. Where we decline part of an Order we will confirm this to you and afford you the opportunity to continue with the part of the Order we have accepted.

2.3 The availability of the Goods will be checked after we have received your Order. If, for any reason, at any point before delivery of the Goods to you, we are unable to fulfil your Order (or any part thereof), we will advise you of this and, if we have already debited your payment card, the appropriate amount will be credited to the card or account used to place your Order. For the avoidance of doubt, we will only refund you the price paid for the Products, not the market value of such Products at the time of the refund.

2.4 We may offer certain Goods for sale with the condition that they are not re-sold or moved out from the warehouse operated by Cellarers on our behalf ("Reserves") (except for home delivery) within five years of the physical release from the wine producer. We reserve the right to withhold the offer of future wine allocations to consumers that have not complied with this condition.

2.5 These Terms shall become binding on you:

2.5.1 in the case of an Order for Goods other than En Primeur Wines (as defined in clause 2.5.2 below), when we issue you with an order acknowledgement, pro-forma invoice or invoice, or on the date the Goods are dispatched to you, whichever is earlier;

2.5.2 in the case of an Order for En Primeur Wines (being wine that is purchased prior to it having been bottled), when we issue you with an order acknowledgement, pro-forma invoice or invoice, whichever is earlier; or

2.5.3 when we notify you that we agree to store your Goods or other wines (together "Stored Goods") in Reserves.

2.6 At the point the Terms become binding (as provided for in clause 2.5 above) you have entered into a contract with us for the supply and/or storage of the Goods ("Contract"). These Terms apply to the 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. We shall not be bound by any clerical or arithmetical errors in documents issued by us in relation to your Order. No price or other information contained on our Website shall constitute an offer to contract.

2.7 We may change the Terms from time to time and you should check these regularly as the Terms which are in place when we issue an order acknowledgement, pro-forma invoice or invoice (whichever is earliest) will be binding upon you. None of our employees or agents has the right to bind us to any verbal agreement which does not comply with these Terms. In the event you place an Order and we amend the Terms within 14 days of the Order being placed, the Terms applicable to your Order will be those in force at the time the Order is placed, unless the change to the Terms was required by law or government or regulatory authority (in which case, any such change will apply to Orders you have previously placed that we have not yet fulfilled).

3.1 To request delivery of Stored Goods into Reserves please contact us by post, to the address set out in clause 1.1 above and marked for the attention of "Cellarers", or by email to cellarers@justerinis.com. Only whole unmixed Cases may be put into Reserves. For the purpose of these Terms a "Case" means a case holding 9 litres made up of 6 magnums, 12 bottles or 24 half-bottles.

3.2 Goods purchased from other suppliers may be stored by us subject to payment of a handling charge (see clause 6). It is your responsibility to authenticate these wines upon arrival at Reserves. We will not accept liability for the provenance or condition of wines purchased from other suppliers or for any defect or other fault that these wines may have or may develop (other than a breach by us of our obligations of storage set out in clause 3.3).

3.3 We will use reasonable care and skill in the safekeeping and storage of all Stored Goods, but beyond this we will not be responsible for the state and condition of Stored Goods, including (but not limited to) any change resulting in ullage or natural aging effects of the Stored Goods and/or packaging. In the event that any of the carboard or wood cases of the Stored Goods is damaged and become compromised e.g. because of woodworm, you agree that it will be re-packed into a Justerini & Brooks case to maintain the safety of the Stored Goods. However, you accept that this repacking may affect the resale value of the Stored Goods. This does not affect our liability to you if the damage was caused by our breach or negligence.

3.4 In the unlikely event of a dispute between you and us about the Stored Goods you have stored in Reserves, we shall rely on the invoices issued to you in respect of any Goods in Reserves purchased from us prior to their transfer to Reserves, delivery receipts identifying the Stored Goods transferred to Reserves and the Stock Certificate, being the annual confirmation of Stored Goods held on in Reserves on your account. The information contained or not contained within these documents shall be final and conclusive.

3.5 If you sell any of your Stored Goods to a third party, you must notify us immediately, by post, to the address set out in clause 1.1 above and marked for the attention of "Cellarers", or by email to cellarers@justerinis.com, of the identity of the third party and confirm whether they wish to continue storing the Stored Goods in Reserves. If the third party wishes to continue storing the Stored Goods in Reserves you must:

3.5.1 ensure that we receive written confirmation from that third party of their intention to continue storing the Stored Goods in Reserves and their agreement to these Terms; and

3.5.2 confirm the date from which they will be liable for the Storage Charges (as defined at clause 4.2 below) (the "Transfer Date").

If the third party does not wish to continue storing the Stored Goods in Reserves you must give us notice of your intention to withdraw from Reserves, in accordance with clause 7, and the address of the third party to which the Stored Goods should be delivered. Any such delivery will be at your cost. You will remain liable to pay the Storage Charges (as defined at clause 4.2 below) until the earlier of the date upon which we receive written confirmation from the third party and are notified of the Transfer Date (in the manner set out above), or the date the Stored Goods are withdrawn from Reserves, as applicable.

3.6 We shall procure that all stock held in Reserves will be insured against damage, loss and/or theft, from the date such stock is delivered into Reserves until its withdrawal, on the basis of its current market value. Any dispute about the value of stock held in Reserves shall be referred to Christie, Manson & Woods who will act as final independent arbitrator – we can provide their contact details on request.

Goods

4.1 Goods and prices listed on our Website or on any other materials provided by us are for your information only and do not form part of the Contract. Prices listed are indicative only and may be varied by us. En Primeur Wines are offered by us for sale at the prices available on demand on each working day from our sales office (En Primeur Wines are sold by us to you under bond and so our list price does not include any VAT, taxes and duties which will be payable by you at the prevailing rates at the time when they are dispatched to you from Reserves). All prices are liable to change at any time, but changes will not affect Orders for which we have issued an order acknowledgement, pro-forma invoice or invoice (whichever is earliest). Unless otherwise agreed in writing by or for us, you shall pay us for all invoiced items and Goods in pounds sterling.

Storage Charges

4.2 Storage charges for Stored Goods will be charged at our list prices (as amended from time to time) current at the time we invoice you for them ("Storage Charges").

4.3 Storage Charges for the period between the date on which your Stored Goods are put into Reserves and the following July will be invoiced in arrears in July and each subsequent July or until notification of withdrawal of stock from Reserves when your final charge will be calculated.

General

4.4 All payments are due immediately after we issue the order acknowledgement. If you have credit facilities with us, payments are due within 30 days of the relevant invoice being issued, unless otherwise agreed in writing with us. Goods purchased for storage, or for export outside Great Britain, must be paid in full before being put into Reserves, or dispatched, as appropriate. Any and all Storage Charges must be paid in full before we deliver your Stored Goods to you after their withdrawal from Reserves.

4.5 All prices payable for Goods (save in the case of Goods being sold under bond or exported outside the EU) and Storage Charges are subject to VAT, taxes and duties at the prevailing rate at the time of dispatch of your Order or when we issue you with an invoice for your Storage Charges, as appropriate. All orders for export outside of the EU may be subject to import duties and/or local taxes on alcohol. You will be responsible for payment of all duties and taxes, including if Goods which were originally sold under bond become duty payable.

4.6 Payment for Goods and Storage Charges may be made only in your name by debit or credit card, cheque or by bank transfer to the account number specified on your invoice (quoting your Justerini & Brooks account number if applicable).

5.1.1 charge interest on any overdue sums at 4% per annum above the base rate of Barclays Bank plc from the date when payment was due until the date payment is actually made;

5.1.2 cancel any discounts given in respect of any invoiced sums;

5.1.3 cancel any further deliveries to you;

5.1.4 withdraw any credit facilities which have been offered to you;

5.1.4 require you to deliver to us Goods to which title has not passed to you, as set out in clause 6.8 below; and/or

5.1.5 recover any Outstanding Charges in accordance with clause 5.2.

5.2 If you owe us any Storage Charges or other charges for storing your Stored Goods or any other amounts which are overdue, including in respect of Goods you have ordered but not paid for, ("Outstanding Charges") we will give you written notice, either by e-mail or post to your last known address, that unless such Outstanding Charges are paid within 30 days of our giving such notice we will be entitled to sell some or all of the Goods and/or any of your other Stored Goods by the best method reasonably available. You will be entitled to retain the proceeds of the sale which remain after we deducted all Outstanding Charges, any costs we have in connection with the sale plus Storage Charges to cover the period between the date we gave you notice and the date of the sale, but we will not be required to repay interest on the proceeds. If, after making reasonable efforts to contact you, we cannot contact you at your last known address to return the remaining proceeds of sale, we reserve the right to retain any amounts to cover reasonably anticipated future Storage Charges or other costs. If after having made further reasonable efforts to contact you we still cannot contact you to return the remaining proceeds after having deducted actual and anticipated costs, we shall be entitled to retain those proceeds. For the avoidance of doubt, you will still owe us for any Outstanding Charges that are not covered by the proceeds of sale.

6.1 Any indication as to when an Order for Goods will be delivered is an estimate only. Such estimates are given in good faith and we will use our reasonable endeavours to meet them. We do not accept liability for any failure to deliver within that time. En Primeur Wines will not be dispatched until the date on which such wines become available to us.

6.2 Standard delivery charges, packaging charges (with respect to mixed cases), handling charges (with respect to Stored Goods that have been purchased from suppliers other than us) and/or express delivery charges shall be invoiced at the applicable rate, as amended by us at our sole discretion from time to time and available on request.

6.3 Please note that deliveries to destinations outside mainland Great Britain shall incur additional delivery charges, and charges may vary between destinations within mainland Great Britain. Where we deliver outside of mainland Great Britain, we may have to remove the Goods from their original packaging for shipping or if you want the Goods to remain in their original packaging and we are able to do this then we may have to charge an additional cost for shipping the Goods in their original packaging. If you prefer to arrange your own shipping then we will not be liable for any loss or damage to Goods that occurs after we have handed the Goods to your nominated carrier.

6.4 Delivery of the Order will be completed when we deliver the Goods to you, a nominated third party or into Reserves, or you collect the Goods from us, as appropriate. We reserve the right to charge additional delivery costs 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 you fail to take delivery from us within 3 calendar days of the date on which the Goods are due to be delivered (or, in the case of En Primeur Wines only, within 60 calendar days of any such wines being available to us to despatch to you) then we will store the Goods at your cost in Reserves until delivery takes place or the Goods are collected; except where failure to deliver is solely our fault, you will be liable for our then current Storage Charges in respect of all Goods which have not been collected or delivered.

6.6 The quantity of any consignment of Goods as recorded by us on despatch shall be conclusive evidence of the quantity received by you on delivery unless you can provide evidence to the contrary. Unless indicated to the contrary at the time of sale, we do not guarantee that we will supply the Goods in their original packaging.

6.7 Risk of damage to or loss of the Goods shall pass to you upon the earlier of:

6.7.1 delivery of the Goods to you or any third party nominated to receive delivery of the Goods;

6.7.2 collection of the Goods by you or by a third party on your behalf; or

6.7.3 in the case of En Primeur Wines, when we receive payment from you in respect thereof or when we issue you with an order acknowledgement, pro-forma invoice or invoice, whichever is earlier.

6.8 Legal and beneficial title in the Goods (other than En Primeur Wines) shall remain with us, and shall not pass to you, until we have received payment in full of all amounts owing to us by you (including, without limitation, the amount of any interest which has accrued) in respect of:

6.8.1 all Goods that are the subject of the Contract; and

6.8.2 all other wines supplied to you by us under any other contract.

6.9 Legal and beneficial title in En Primeur Wines shall remain with us, and shall not pass to you, until:

6.9.1 we have received title to the relevant En Primeur Wines; and

6.9.2 we have received payment in full of all amounts owing to us by you (including, without limitation, the amount of any interest which has accrued) in respect of:

(a) all En Primeur Wines that are the subject of the Contract; and

(b) all other wines supplied to you by us under any other contract.

6.10 You shall not in any way pledge or charge by way of security for any indebtedness or otherwise encumber any Goods to which title has not passed to you and, if you do so, all monies payable for such Goods shall (without prejudice for any of our other rights or remedies) become immediately due and payable (whether or not already invoiced by us).

6.11 In the event of a breach of clause 6.9 above or any material breach of this Contract by you:

6.11.1 your right to possession of the Goods shall immediately cease;

6.11.2 we will be entitled to rely upon clause 6.7 to retain title to the Goods unless we indicate otherwise;

6.11.3 your right to resell, deal or part with the possession of any Goods in which title has not passed to you shall immediately cease;

6.10.4 you must immediately ensure that the Goods are kept separate from your own Goods and from others' Goods, properly stored, protected and readily identifiable as our property; and

6.11.5 we may withhold delivery of any undelivered Goods and stop any Goods in transit.

6.12 Until title in the Goods passes to you (or if your right to possession has ceased), we may at any time require you to deliver the Goods immediately to us as we may direct and you irrevocably agree that we, our agents and our employees may without prior notice:

6.12.1 enter any of your premises or the premises of any third party where the Goods are or may be stored; and

6.12.2 inspect and/or (if you fail so to deliver the Goods) repossess the Goods. You shall provide access for us to those premises or shall procure that access is provided for us to those premises so that we may inspect and/or (if you fail so to deliver the Goods) repossess the Goods and thereafter sell the Goods (and retain the proceeds).

6.13 If we cannot determine whether any Goods are the Goods in respect of which your right to possession has terminated, you shall be deemed to have sold all Goods of the kind sold by us to you in the order in which they were invoiced to you.

6.14 On termination of the Contract (for any reason), our (but not your) rights contained in this clause 6 shall remain in effect.

7.1 Wine may only be withdrawn from Reserves as one or more complete unmixed Cases.

7.2 Standard delivery of Goods withdrawn from Reserves will normally be made within 14 days of receipt of written notice of withdrawal. However, any indication as to when the Goods from Reserves will be delivered is an estimate only. Such estimates are given in good faith and we will use our reasonable endeavours to meet them. We do not accept liability for any failure to deliver within that time.

8.1 You have the following rights to cancel an Order for Goods (other than En Primeur Wines):

8.1.1 you may cancel any Order for Goods by contacting us within 14 calendar days of the date which is one day after the last of the Goods were delivered to you or placed into Reserves (as applicable). You may only cancel a whole Order, you may not cancel part of an Order. We will confirm your cancellation in writing to you;

8.1.2 if we accept your cancellation of an Order and you have made any payment in advance for Goods that have not been delivered to you, we will refund these amounts to you and any delivery charges;

8.1.3 if you cancel an Order for Goods but we have already despatched the Goods to you, we will not be able to cancel your Order until it is delivered or collected. In this case, if you return the Goods to us, we will have to charge you the cost of collection or you will have to pay the cost of returning the Goods back to us. This will not affect your refund for the Goods themselves. We will refund any charges for standard delivery but will not refund any charges paid in addition to our standard delivery charges for non-standard or enhanced delivery.

8.2 Once we have issued an order acknowledgement, pro-forma invoice or invoice for En Primeur Wines, you are unable to cancel your Order unless we expressly agree to this at our discretion.

8.3 The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’). The goods that we provide to you must be as described, fit for purpose and of satisfactory quality. We are under a legal duty to supply you with goods that are in conformity with this Contract. In the unlikely event that the Goods do not conform with your Order:

8.3.1 you must notify us within seven (7) days of delivery or collection or otherwise as soon as reasonably practicable. We will replace any Goods, or credit your account with the value of the original purchase price, if they are inherently faulty. Please note that we do not warrant taste or drinkability of wines and in view of the nature of the wines we do not provide refunds for corked wines, oxidised wines, prematurely oxidised wines or wines tainted by any bacterial fault;

8.3.2 where you have bought several bottles of wines from the same vintage and you consider the wine is faulty upon opening one bottle, it is your responsibility to ensure that you mitigate any loss by keeping the remaining bottles in their packaging until we inform you whether or not we require you to return them to us. We reserve the right to charge you for any additional bottles opened by you;

8.3.3 you accept that these wines may be subject to normal wear and tear associated with the nature of these wines (an explanatory chart on wine ageing is contained on our Website here and we can provide more information on this subject on request). As such the wine we sell to you will be of condition to be expected in view of its age and provenance and we will not be responsible for minor defects or imperfections or any condition resulting from nature or age of the wine; and

8.3.4 we cannot warrant any provenance any information given to us by third party suppliers.

8.4 Nothing in this Contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law. For detailed information from Citizens Advice on your statutory rights and available alternative dispute resolution options please visit www.citizensadvice.org.

9.1 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 Contract.

9.2 You agree not to purchase Goods 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.

9.3 We do not in any way exclude or limit our liability for:

9.3.1 death or personal injury caused by our negligence;

9.3.2 fraud or fraudulent misrepresentation;

9.3.3 any breach of the terms implied by the Consumer Rights Act 2015; or

9.3.5 defective products under the Consumer Protection Act 1987.

9.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable for any breach by you of any such laws.

10.1 Either of us may immediately terminate the Contract upon giving notice to that effect to the other at any time if:

10.1.1 the other is in breach of any of its obligations under these Terms and fails to remedy such breach within 30 days of receiving a written notice from the other requiring it to do so; or

10.1.2 the other ceases or threatens to cease to carry on business, becomes, or in the reasonable opinion of the party enforcing this clause is likely to become, bankrupt or insolvent, or is otherwise unable to pay its debts as they fall due.

10.2 On termination of the Contract:

10.2.1 all Outstanding Charges will immediately become payable by you;

10.2.2 if you have Goods in Reserves, you must send to us, within one month of termination, details of the address to which you wish us to deliver such Goods. You must pay to us the cost of that delivery as set out in clause 6.2 before we dispatch the Goods to that address.

10.2.3 If you do not send us delivery instructions in accordance with clause 10.2.2 above or pay for the cost of delivery of your Goods from Reserves we will give you written notice, by registered or recorded delivery post to your last known address, that unless you send us delivery instructions and pay for the costs of delivery within 30 days of our giving such notice, we will sell some or all of your Goods held in Reserves by the best method reasonably available and deduct from any proceeds of sale any costs we have in connection with the sale plus Storage Charges to cover the period after we gave you notice and the date of the sale and we will then send any remaining proceeds to you if we can contact you at your last known address. If we cannot contact you to return you the proceeds after making reasonable efforts to contact you, we shall be entitled to retain the proceeds.

11.1 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 save to the extent that such loss and/or damage is recoverable under our insurance policy. Where we are unable to supply Goods to you for an unreasonable length of time, or unable to store your Goods in Reserves for an unreasonable length of time, we will allow you to cancel your Contract and where you have paid in advance for Goods/services we have been unable to supply, we will make an appropriate refund of the sums you have paid for such Goods/services.

11.2 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.

Unless otherwise stated, all notices sent by you to us must be sent to Justerini & Brooks Limited at the address set out in clause 1.1. We may give notice to you at either the email or postal address you provide to us in your Order or when instructing us to store your Goods in Reserves, as appropriate.