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 or Brokered Wines, listed in the Cellar Key Limited (“we”, “us”, “our”) directory (the “Goods”) or in offers.
You may place an order for Goods (an “Order”) by telephone on +44 (0)7870 569264, WhatsApp message on +44 (0)7870 569264, email to firstname.lastname@example.org, or via our website (cellarkey.wine) (“Website”).
1. Information about us
1.1 Cellar Key Limited is a company registered in England and Wales under company number 12452481 and registered address South Lodge, Kidbrooke Park, Lewes Road, Forest Row, East Sussex, RH18 5LG.
2. Placing an order and formation of contract
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. 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 the of 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.
2.4 These Terms shall become binding on you:
2.4.1 in the case of an Order for Goods other than En Primeur Wines, 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;
2.4.2 in the case of an Order for En Primeur Wines, when we issue you with an order acknowledgement, pro-forma invoice or invoice, whichever is earlier; or
2.5 At the point the Terms become binding (as provided for in Clause 2.4 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.
2.6 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. Price and payment
3.1 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.
3.2 All payments are due within 7 days of the relevant invoice being issued, unless otherwise agreed in writing with us. Goods purchased for export outside Great Britain, must be paid in full before being dispatched.
3.3 All prices payable for Goods (save in the case of Goods being sold under bond or exported outside the EU) are subject to VAT, taxes and duties at the prevailing rate at the time of dispatch of your Order. 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.
3.4 Payment for Goods may be made only in your name by debit card, cheque or by bank transfer to the account number specified on your invoice (quoting your Cellar Key account number).
3.5 If you are a business customer we may, at our sole discretion, invite you to open a credit account with us. We reserve the right to conduct appropriate identity and credit checks prior to opening any such account and on a continuous basis thereafter.
3.6 You shall not, without our prior written consent:
3.6.1 set off any sums payable to you by us against any sums payable to us by you; or
3.6.2 deduct in advance any amounts due to you from us from any payments due to us from you.
4. Outstanding charges
4.1 If any payment is overdue for 14 days or the goods have not been collected within one month of being available, or there is an earlier indication from you that payment will not be made or the goods will not be collected, we shall be entitled to send written notice (including by email to the email address that confirmed the order) to the invoice address of our intention to deal with, sell or otherwise dispose of the goods and 7 days thereafter we shall be at liberty to do so unless payment in full is received or the goods are collected before the close of business on the seventh day. Any method of resale is entirely at our discretion. 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. The existence of this right does not effect any other remedies we would have.
Furthermore, where you are late in paying any invoice we reserve the right to:
4.1.2 cancel any discounts given in respect of any invoiced sums;
4.1.3 cancel any further deliveries to you;
4.1.4 (where you are a business customer) withdraw any credit facilities which have been offered to you;
4.1.5 require you to deliver to us Goods to which title has not passed to you, as set out in clause 5.8 below; and/or
5. Delivery, risk and title
5.1 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.
5.2 Standard delivery charges, packaging charges (with respect to mixed cases), handling charges (with respect to Stored Wines 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. 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. 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.
5.3 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.
5.4 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 Cellar Key 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.
5.5 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.
5.6 Risk of damage to or loss of the Goods shall pass to you upon the earlier of:
5.6.1 delivery of the Goods to you or any third party nominated to receive delivery of the Goods;
5.6.2 collection of the Goods by you or by a third party on your behalf; or
5.6.3 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.
5.7 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:
5.7.1 all Goods that are the subject of the Contract; and
5.7.2 all other wines supplied to you by us under any other contract.
5.8 Legal and beneficial title in En Primeur Wines shall remain with us, and shall not pass to you, until:
5.8.1 we have received title to the relevant En Primeur Wines; and
5.8.2 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.
5.9 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).
5.10 In the event of a breach of clause 5.9 above or any material breach of this Contract by you:
5.10.1 your right to possession of the Goods shall immediately cease;
5.10.2 we will be entitled to rely upon clause 5.7 to retain title to the Goods unless we indicate otherwise;
5.10.3 your right to resell, deal or part with the possession of any Goods in which title has not passed to you shall immediately cease;
5.10.4 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
5.10.5 we may withhold delivery of any undelivered Goods and stop any Goods in transit.
5.11 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:
5.11.1 enter any of your premises or the premises of any third party where the Goods are or may be stored; and
5.11.2 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).
5.12 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.
5.13 On termination of the Contract (for any reason), our (but not your) rights contained in this clause 5 shall remain in effect.
6. Cancellations and returns if you are a business customer
This clause 6 only applies if you are a business customer.
6.1 In the unlikely event that the Goods do not conform with your Order, you must notify us within seven (7) days of delivery or collection. We will replace any Goods, or credit your account with the value of the original purchase price, if we assess them to be 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. Where you have bought several bottles of wines from the same vintage and you discover 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. You accept that wines purchased may be subject to normal wear and tear associated with the nature of these wines and that the condition of the wines varies according to its age (we communicate guidelines on ageing process of different varieties via our annual update). As such the wine we sell to you will be of a 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. We cannot warrant any provenance any information given to us by third party suppliers. This does not affect your statutory rights.
6.2 If you fail to notify us of any faults in the Goods or errors in your Order within seven (7) days, you will be deemed to have accepted the Goods as satisfying your Order and will not be entitled to reject any of the Goods for any reason.
7. Cancellations and returns if you are a consumer
This clause 7 only applies if you are a consumer and buying Goods for your personal use
7.1 You have the following rights to cancel an Order for Goods (other than En Primeur Wines or Brokered Wines):
7.1.1 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;
7.1.2 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;
7.1.3 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.
7.2 Once we have issued an order acknowledgement, pro-forma invoice or invoice for En Primeur Wines or Brokered Wines, you are unable to cancel your Order unless we expressly agree to this at our discretion.
7.3 In the unlikely event that the Goods do not conform with your Order, you must notify us within seven (7) days of delivery or collection or as soon as reasonably practicable. We will replace any Goods, or credit your account with the value of the original purchase price, if we assess them to be 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. 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. You accept that these wines may be subject to normal wear and tear associated with the nature of these wines (we communicate guidelines on ageing process of different varieties via our annual update). 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. We cannot warrant any provenance any information given to us by third party suppliers. This does not affect your statutory rights.
8. Our liability if you are a business
This clause 8.3 only applies if you are a business customer.
8.1 Nothing in these Terms limits or excludes our liability for:
8.1.1 death or personal injury caused by our negligence;
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
8.1.4 defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 8.1, 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 Contract for:
8.2.1 any loss of profits, sales, business, or revenue;
8.2.2 loss or corruption of data, information or software;
8.2.3 loss of business opportunity;
8.2.4 loss of anticipated savings;
8.2.5 loss of goodwill; or
8.2.6 any indirect or consequential loss.
8.3 Subject to clause 8.1, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Order that is the subject of the claim.
8.4 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.
9. Our liability if you are a consumer
This Clause 9 only applies if you are a consumer.
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 Wine 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 section 12 of the Sale of Goods Act 1979 (title and quiet possession);
9.3.4 any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); 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 10.2.2 above or pay for the cost of delivery of your Goods 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 Reserve 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. Events outside our control
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.
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.
12.1 Unless otherwise stated, all notices sent by you to us must be sent to Cellar Key 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 transfer your Goods, as appropriate.
13.1 To the extent that we process any of your personal information in connection with this contract you hereby consent to such processing for the purposes of the performance of this contract and to comply with the relevant laws of the jurisdiction. We confirm that we will comply with all applicable data privacy laws.
13.2 You may not assign or sub-contract any of your rights or obligations under these Terms without prior written consent. We can transfer all or any of our rights or obligations under these Terms to another organisation at our sole discretion.
13.3 If at any time any provision of the Contract becomes or is found to be illegal, invalid or unenforceable (in whole or in part), the legality, validity and enforcement of the remainder of the contract shall not be affected.
13.4 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 person’s ability to enforce those rights at a later date.
13.5 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.
13.6 You may not, without our prior written approval, assign, charge or otherwise dispose of all or any part of the benefit of the Contract or sub-contract any or all of your obligations under it.
13.7 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.
13.8 If you are a business, 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.
13.9 If you are a business, 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).