1. These Terms
1.1. These Terms apply to all use of the Website to the exclusion of any other terms that you, or any third party, may seek to impose or incorporate, or which may be implied by law, trade custom, practice or course of dealing.
1.2. In these Terms the following words shall have the following meanings:
1.2.1. Terms means these terms and conditions.
1.2.2. Website means https://winecap.com
1.2.3. Wine means any bottle or case of wine purchased or sold via the Website, whether for consumption or investment, or any wine placed in storage by Winecap.
1.2.4. Winecap means Winecap Limited (company number 08480079, VAT Number: GB174 8533 80) whose registered office address is at Salisbury House, London, United Kingdom, EC2M 5SQ.
1.2.5. “us”, “our”, “we” means Winecap.
1.2.6. “you”, “your” means the person using the Website, ordering the Wine and/or whose name has been specified as the purchaser in the Order.
2.1 Your submission of an order to purchase any given Wine represents an offer, and no order will be deemed to have been placed until you receive confirmation of our acceptance in writing (which will be given on the Website and/or by email). A contract for sale which incorporates these Terms in full will come into existence when we expressly accept your order.
2.2. For purchases of Wine we have a minimum order of £250 (per Order, ex. VAT and duty) or a full unmixed case of 12 bottles.
2.3 All Wines are offered subject to market movement and remaining unsold. In the event that Winecap is unable to fulfil your Order, we will (at your option) refund your funds to you or procure an alternative wine. Where you have purchased Wine ‘en primeur’ please note that in the unlikely event of the Chateau deciding not to bottle your selected format, Winecap reserves the right to allocate the most appropriate bottle size instead.
3. Price and Payment
3.1. The terms of this clause 3 apply where you purchase Wine for consumption or as an investment.
3.2. The price for Wine purchased as specific bottles or cases is as set out on the Website at the time of purchase.
3.3. Stated prices exclude VAT, duty and any other applicable transaction taxes which, subject to clause 3.4, you shall additionally be liable to pay to Winecap at the prevailing rates.
3.4. Note that the various taxes set out in clause 3.3 typically only become due on dispatch of wine to you for delivery. As such, they are unlikely to apply where you purchase wine to hold in-bond as an investment. If the rate of any applicable tax changes between the date of your order and the date of delivery, we will adjust the tax you pay at the time of delivery.
3.5. Unless an account facility is held and Winecap holds money on account sufficient to pay for your order, payment will be due on order. Credit accounts may be offered at our discretion, and where these are offered payment will be due 30 days from invoice (but prior to any export of goods, unless otherwise specifically agreed). We reserve the right to require customers to have in-credit accounts prior to placing orders on their behalf.
3.6. In the event of non-payment of account within the specified terms, we reserve the right to charge a cancellation fee equal to the greater of (a) 20% of the outstanding amount, or (b) the actual losses incurred by Winecap as a result of cancellation. Winecap reserves the right to utilise any monies held on account or otherwise received from or on behalf of the customer to satisfy any such cancellation fees.
3.7. Winecap shall be entitled to charge interest on unpaid charges at 8% over Bank of England base rate from the date payment was due or, if higher, the prevailing default rate of interest for late debts specified by statute. This right applies to all charges that you may incur, including unpaid invoices for purchases of Wines, cancellation charges, and storage charges.3.8. Winecap shall be entitled to sell any Wines which it is holding or storing on behalf of a customer to discharge outstanding payment obligations (whether on account of cancellation fees, unpaid storage fees, interest or otherwise). Winecap will account to the customer for any cash balance held after discharging all outstanding invoices.
4. Delivery and Title
4.1. Where you purchase Wine for consumption, or request that Wines originally purchased “in-bond” or for investment be delivered to you (or a location specified by you), then delivery will be charged at cost. Please contact us for details of our shipping fees. Export customers can be put in contact with a suitable freight forwarder upon request. Customers are responsible for paying the full value of all delivery charges incurred by Winecap.
4.2. Please note that all wines are sold ex- London City Bond. As set out in clause 3, onward delivery charges, duty and VAT will be charged as appropriate upon shipment.
4.3. Winecap will deliver Wines to the delivery address provided by the Customer. The Customer has sole responsibility for ensuring that any delivery address provided is accurate and will bear any losses associated with any errors.
4.4. Where you purchase Wines for consumption, we will let you know when we will aim to deliver your Wines to you. Any dates quoted are approximate only, and the time of delivery is not of the essence. If we consider we are unable to meet the estimated delivery date, we will contact you with a revised estimated delivery date.
4.5. If our supply of Wine is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for delays caused by the event.
4.6. If, after a failed delivery to you, you do not re-arrange delivery or collection of your Wines (by contacting us directly or using any relevant facility made available by the carrier) we will treat your Wine as being uncollected and will deal with it per clause 13 of the Terms.
4.7. Title to all Wines shall remain with Winecap until all sums due from the buyer are paid in full. In the case of Wines purchased ‘en primeur’, those Wines may be stored in bulk in the region of their production. Therefore, even after the buyer has paid for such Wines in full, the buyer shall have a contractual rather than a proprietary interest in them until such Wines are bottled and transferred to an “in-bond” warehouse or the buyer’s selected delivery location.
4.8. Risk in Wines will pass to you on the earlier of (a) collection by that wine by a delivery, freight or shipping agent selected by you, or (b) delivery of that wine to you by a delivery, freight or shipping agent selected by us.
4.9. Any Wines not collected within one month of release date will be stored in our private client reserves at a cost to be invoiced to clients.
5. Quality Control
5.1. Winecap endeavours to ensure that all Wines we sell are of impeccable quality and in a condition appropriate for the age of the wine, including physical inspections and appropriate storage conditions.
5.2. We do not purchase US strip-labelled stock or stock that has been shipped back into Europe from the Americas or Asia unless otherwise specified or specifically requested. As a result, condition issues rarely occur.
5.3. Notwithstanding clauses 5.1 or 5.2, by purchasing vintage Wines you acknowledge that there is a risk that any given bottle may have aged poorly or have been stored in suboptimal conditions during its lifetime. In event that Wines are out of condition for consumption for any reason other than Winecap’s own negligence in storing or handling them (e.g. factors such as our failure to store wine out of direct sunlight, and not factors such as any decision by you to store wines beyond their advised drinking date) Winecap will be under no obligation to offer replacements or offer other compensation of any kind and such replacements or compensation will be made entirely at our discretion.
5.4. We cannot guarantee that Wines will always show at their best. Regardless of reputation, all wines can age and mature in different ways and we will not bear any liability for subjective judgments such as quality, drinkability, taste, or colour. All older bottles are therefore sold as seen and we cannot accept returns for any Wines should they be tainted or fatigued in any way. We would also highly recommend that the older the wine the longer the time that should be allowed for preparation before serving. Wines benefit from rest as well as being stood up for a number of days before opening and drinking.
6. Duty and VAT
6.1. Wines are offered for sale under bond, but some are available duty paid. Those required for UK home use are subject to duty & VAT at the prevailing rates then in force, which will be borne by the Customer and calculated and invoiced at the point of shipping.
6.2. If Wines are being ordered from outside of the UK, import duties, tariffs and taxes may be incurred once your Wines reach their destination. Winecap is not responsible for these charges and we undertake to make no calculations or estimates in this regard. We recognise that if you are buying internationally the process can be complex and Winecap will be on hand to guide you with advice and support to the extent that we are able (please note that we cannot provide you with any form of personal tax advice). As the purchaser of the Wines, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Wines are being imported (again, we cannot offer you legal advice). Please be aware that Wines may be inspected on arrival at port for customs purposes and that accordingly Winecap cannot guarantee that the packaging of your Wines will be free of signs of tampering.
7. Offering stock
7.1. All Wine placed on the Winecap broking list must either be in a Winecap customer reserve account or transferred to Winecap for inclusion in an existing or new customer reserve account prior to inclusion on the Winecap broking list.
7.2. If you list a complete case of Wine on the broking list, it will be sold as a whole and not split except with your prior approval. If you list loose bottles or bottles in an incomplete or mixed case on the broking list you agree that the bottles may be sold individually.
7.3. When listed, your Wines will be visible on the Winecap stock list and Website and marketed in all relevant offers via our international offices.
7.4. By entering your Wine on the broking list you agree to Winecap selling your Wine at or above the sale price entered. You acknowledge that Winecap has exclusive right to sell your listed Wine and no further confirmation is required from the seller prior to Winecap selling the Wine. Upon confirmation of sale at or above the agreed price entered in the Winecap broking list, Winecap will issue you with a purchase order. The net payment due to the seller will be the sales proceeds less a 10% broking fee. Payment will be settled within 30 working days of confirmation of the sale.
7.5. All sales will be processed and paid in GBP. We will not be able to make contra payments to accounts in non-GBP currencies. Where we receive any funds in currency other than GBP we will charge a currency conversion fee at the rate of 0.5%.
7.6. Once a sale has been confirmed the seller may not remove the Wine from sale and you acknowledge that title in the Wine has passed to the buyer. In the case of ‘en primeur’ Wine, any contractual rights in the Wine shall pass to the buyer (which may be Winecap) and the seller shall no longer be entitled to delivery and/or receipt of such ‘en primeur’ Wine. As the seller, you are free to request for your Wines to be removed from the broking list, at any time prior to confirmation of a sale. If you wish to remove any Wine from the broking list prior to sale or alter the quantity for sale or the sale price, please do so by sending instructions by email to email@example.com or by making use of the functionality provided on the Website.
7.7. Winecap shall give you access to valuation guides including an estimated market valuation and a suggested range of sale prices against the Wines in your Winecap customer reserve account. Once a sale price is entered on the Winecap broking list, the proceeds due to the seller are fixed and will not be adjusted in line with market conditions. If market prices move such that the broking price is no longer appropriate Winecap may, but is not obliged to, suspend the listing of the Wine and inform you.
7.8. By confirming the listing of your Wine on the Winecap broking list you acknowledge your acceptance of these Terms.
8. Investment Purchases
8.1. Where you purchase Wine as an investment you will be invited to provide us with funds to allocate to wines which we consider to represent likely candidates for future value growth. Those funds will be placed into account and, subject to clause 8.2, we will allocate them to wines at our discretion.
8.2. When you provide us with funds intended for investment in Wine you will be invited to give us details about your financial goals, your appetite for risk, and your likely investment horizon. You will also be invited to speak with a member of the Winecap team to discuss how you would prefer for your funds to be allocated. However, both of those steps are optional. If you do not provide us with details and/or decline to speak with a consultant then you acknowledge that we will allocate any funds which you provide to the best of our abilities and based on our own perception as to how the market is likely to perform.
8.3. Where you wish to divest of any Wines purchased as an investment you may do so per clause 7. Where you wish to have any Wine purchased as an investment delivered to you then we will deliver it per the terms of clause 4.
8.4. Unless otherwise instructed we will hold Wines which are purchased for investment purposes in storage per the terms of clause 9.
9. Placing wines into storage
9.1. Where you purchase Wines from us as an investment we will hold them in storage. In any other circumstance then to place Wines in our storage facility you will need to notify us:
9.1.1. when agreeing to buy the Wines, where you opt for us to store Wines you have bought from us; or
9.1.2. in any other case in advance of sending the Wines to us for storage. Should any Wines arrive without us being informed in advance we reserve the right to refuse receipt of the goods into our storage facility.
9.2. Storage fees are payable for all Wines held by us. We will notify you of the applicable fees at the time that your Wine is placed into storage and will notify you of any changes to those fees as they come into effect.
9.3. Prior to sending Wine not purchased from us for storage you must provide copies of the original invoices as evidence of the in-bond values. We do not accept for storage mixed cases or loose bottles purchased from third parties without our prior agreement.
9.4. Unless we have agreed to arrange for collection or we have sold the Wines to you and are placing the Wines immediately into storage, you will be responsible for sending the Wines to us for storage. You will also be responsible for insuring the Wines in transit unless we agree to collect the wines. Risk in the Wines will remain yours until your chosen carrier has successfully delivered the Wines to us and we have confirmed delivery. We reserve the right to apply a collection charge if we collect Wines for storage on your behalf.
9.5. If Wines purchased from us are not collected or delivered within 30 days of the later of the date of the invoice or of the Wines becoming available for collection or delivery you agree that we will place the Wines into storage and these storage terms will apply.
9.6. Please note that we will not inspect Wines when sent to us for storage. We will not take any steps to verify nor accept any liability for the authenticity, provenance, quality or condition of any wines bought from third parties when placing them in our storage facility or while storing the Wines.
9.7. If you have purchased the Wines from us and we have agreed to store them on your behalf then we will arrange for them to be delivered to and placed in our storage facility.
9.8. You agree and acknowledge that our storage facility is owned and operated by a third party in a facility where the temperature and humidity conditions are appropriate for the storage of fine wines. Winecap will have no liability to you for any decisions taken by that third party as to optimal storage conditions for your Wines.
10. Storage charges
10.1. Our storage charges will be set out on our Website and may change from time to time.
10.2. We will invoice you for our storage charges in arrears every six months after the anniversary of your first purchase being entered into storage (or, where you send wine to us for storage, the date on which we first agree to store it on your behalf).
10.3. Our storage charges will be charged on the basis of a charge for each 4.5 litre case of Wine (or part thereof) per six month period (or part thereof). For charging purposes the volume of any case will be rounded up to the next whole multiple of 4.5 litres. Any Wine placed in storage during a charging period will be subject to a charge of a full six months for that period and any Wine removed from storage during a charging period will be subject to a charge of a full six months for that period and accordingly we will not refund any unused portion of a six-month storage charge.
10.4. You agree to discharge the cost of any unpaid storage before removing any wines from storage. If we have not yet invoiced for a period of unpaid storage then we will issue an invoice when you ask to remove the Wines from storage and this invoice will be immediately due for payment.
11. Ownership and insurance
11.1. You will retain ownership of all of the Wines we hold on your behalf at our storage facility, subject always to our rights to sell wines to cover unpaid charges as set out in the remainder of these Terms.
11.2. We agree to arrange for the Wines held on your behalf to be insured against damage, loss or theft at the lower of replacement or market value. Please note that the insurance will be provided by a third party and will be subject to various exclusions and limitations. We will supply a copy of these exclusions and limitations to you on request.
11.3. You agree that our liability to you in relation to any loss or damage of your Wines during the time that they are in our custody (including the custody of our agents and/or subcontractors) will be limited to value specified in clause 14.1.1.
12. Taking wines from Storage
12.1. You will be entitled to collect any Wines we are holding in storage for you by giving us at least seven full business days’ prior notice to be received by us before noon. For high volume or large requests we may require more than seven business days’ notice. Where you wish to use a third party to collect your Wines, we are happy to liaise with that carrier to arrange for a collection date, but we may still require seven full business days of notice and cannot undertake to be able to meet any earlier collection dates proposed by your chosen carrier (and you may be liable to them if they attempt to collect on any date that we have not agreed).
12.2. All fees and charges owed to us must be settled in full before you will be permitted to remove wines from storage. Where Wines are held in a bonded storage facility (duty unpaid) you will be required to pay duty and VAT on the wines in order to remove them from the facility.
12.3. You agree to attend the facility and collect the wines on the date agreed. We may agree, as your agent, to arrange for delivery of the wines to you, in which case you will be responsible for all delivery costs.
13. Unpaid charges
13.1. As per clauses 3.7 and 3.8 we will be entitled to charge interest on any sums owing to us.
13.2. In the event that any amount is owing from you to us (whether that amount arises under our terms of sale, these storage terms, as a result of interest charges or otherwise) then you agree that we will have the right to sell any of your Wines which are held by us at a price governed by these terms (i.e. the prevailing market price at the time of sale) in order to satisfy your liabilities to us. Where we exercise this right we will purchase Wines from you at the prevailing market price as set out in clause 13.4 (or, where the value of unpaid fees meets or exceeds the value of your Wines, by giving written notice to you). Upon that purchase, we will hold title to the relevant Wines and we will then be free to sell or otherwise deal with those Wines at our discretion and we will not be required to account to you for any further sums which may be received by us for those Wines (e.g. should we realise a profit on them if the market price subsequently rises).
13.3. In order to exercise our right to purchase Wines we hold for you to satisfy your liabilities to us we will send written notice to your last known invoice address of our intention to purchase the Wines. Thirty days after sending such notice we will, if your liabilities to us continue to be unmet, be entitled to take ownership and possession and (at our discretion) dispose of some or all of your Wines which are held by us.
13.4. Upon purchasing the Wines, we will credit you with the purchase price of the relevant Wines (the “credit amount”). The purchase price will be the Liv-ex bid price for wines traded or 80% of market value for other wines. Market value will be assessed based on our list prices or by making reasonable enquiries and will be assessed on the date which falls 30 days after the notice referred to in clause 13.3 is sent by us.
13.5. We will set the credit amount off against any sums you owe to us. If the credit amount exceeds the sums you owe to us we will account to you upon request for any excess but we will not be obliged to pay interest on such excess. If any balance remains outstanding owing to us after we have purchased the wines and credited the credit amount to you then the balance (including interest at the rate specified in clause 3.7) shall remain payable by you.
13.6. Our right to purchase wines we hold for you to satisfy your liabilities does not affect any other remedies we may have.
13.7. You agree that, given that the credit amount represents the typical price we would pay for the relevant wines and given the existence of fluctuating demand and prices for wines, the above terms are reasonable.
14. Data and pricing information (“Wine Track”)
14.1. The Website may contain functionality which tracks historical sale prices of various wines, and/or which gives estimated values for their likely sale prices in the present day (and associated data which measures how those values may have changed over time). Such data is provided purely for your information, it should not be interpreted as being any kind of endorsement by Winecap of any historic or current listing price, as any form of assessment by us as to what you should pay or ask for any particular Wine, nor as any form of financial advice. All such information is taken from third party databases and we take no responsibility for any errors or irregularities in it (for example, where the pricing of a particular wine may have been distorted as a result of a small number of sellers controlling the overall supply of it). Any reliance that you may place on such data is done at your own risk.
15.1. Our liability in connection with these Terms is limited to:
15.1.1. In the case of loss or damage to the Wines, the lower of (i) their market value and replacement cost, or (ii) such amount as we may recover in relation to those Wines under our insurance policy; and
15.1.2. In any other case an amount not exceeding the total fees and charges paid by you to us for storage in the previous 24 months.
15.2. This does not limit in any way our liability to the extent that it may not be excluded or limited as a matter of law.
15.3. We agree to hold and store the Wines only and, for the avoidance of doubt, we will not be liable for the state and condition of the Wine including (but not limited to) any change resulting in ullage, maturing, ageing, decomposition or deterioration of the Wines or packaging. Given the nature of the product we do not provide refunds for corked wine.
15.4. We are not responsible for advising you about maturation dates or ideal drinking windows for the Wines (which are, in any event, subjective).
15.5. We are not liable for any indirect or consequential loss or damage or for any wasted expenditure or loss of data, profit, anticipated savings, reputation, bargain, opportunity, revenue or business however caused, even if foreseeable.
15.6 We are not liable for any delay or failure to perform our obligations where such delay or failure is caused or contributed by the acts or omissions of you or your contracted third parties.
16.1. If you are a trader, you agree that save for where expressly set out in the Terms, you will not be entitled to cancel your order or return the Wine.
16.2. If you are a consumer, to the extent required by law you will have the right to cancel a contract entered into with Winecap subject to these Terms and clauses 16.2-16.7 shall apply to you. You will not have the right to cancel in respect of:
16.2.1 Wine purchased ‘en primeur’; and
16.2.2 the purchase of Wine for which the price is dependent on fluctuations in the financial market which cannot be controlled by Winecap and which may occur within the cancellation period. For the avoidance of doubt, this includes in-bond wine which is removed from bonded warehouse during the cancellation period.
16.3 You may cancel either part or a whole order.
16.4 To exercise the right to cancel, you must give written notice to Winecap by emailing us at firstname.lastname@example.org or by writing to us at Salisbury House, London, United Kingdom, EC2M 5SQ within 14 days following the day on which the Wine is either placed into storage at our warehouse or arrives at your chosen location for delivery (as applicable).
16.5 After you have notified us of your intention to cancel, if the Wine has been despatched you will have 14 days to send the Wine back to us at your own cost and at your own risk. If you do this, you should keep a receipt or other evidence from the delivery service that proves you have sent it and when you sent it. If you don’t do this and we don’t receive the Wine within 14 days of being notified of your intent to cancel, we won't refund you the price.
16.6 If you exercise your right to cancel in accordance with the Terms, Winecap shall reimburse you all payments received relating to the order (or part order) you are cancelling, including any costs of standard delivery (but no special or enhanced delivery or collection charges), without undue delay and in any event not later than 14 days from: (a) the date we receive notice that you wish to cancel where the Wine has not yet been despatched; or (b) the date on which we have received the Wine back or you have supplied evidence of having sent back the Wine, where the Wine has already been despatched. We will make the reimbursement using the same means of payment as you used for the applicable order, unless we have expressly agreed otherwise. This does not affect your statutory rights.
16.7 We may make a deduction from the reimbursement for loss in value of any Wine supplied, if the loss is the result of inappropriate storage and/or unnecessary handling by you.
17. Force Majeure
17.1. Winecap will not be liable for failure to meet agreed obligations due to any prevailing circumstances beyond our reasonable control (including without limitation sanctions regimes affecting international trade, delays or blockades at port facilities, or closure of national borders in response to emergency events).
18. Law and Jurisdiction
18.1. These Terms shall be governed by the laws of England and Wales and you agree that the courts of England and Wales shall have exclusive jurisdiction in relation to them.
19.1. We reserve the right to alter these Terms at any time. Any such changes will take effect when posted on our Website. It is your responsibility to read the Terms on each occasion the Website is used or Wines ordered. Your use of the Website or your agreement to place or retain Wines in storage with us shall signify your acceptance to be bound by these latest Terms.
19.2. If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.