Terms & Conditions
1. Overview
1.1 Introduction. This document sets out the terms and conditions (the “Agreement”) under which Sell My Wine Limited (hereinafter referred as “SMW ” “Us” or “We” where applicable) grants wine Sellers’ (“you”, “You”, “Your” or “Seller”) a right to offer wine to us for sale at prices listed on the SMW Website at www.sellmywine.co.uk (the “Website”) to SMW. By using the Website and offering us wines for sale via the Website you expressly agree to be bound by the following terms and conditions.
SMW also engages with Buyers (“you”, “You”, “Your” or “Buyer”) from time to time and sets out the following terms and conditions found in 5.0.
We strongly recommend that you read this Agreement in full, and in any event by continuing to use our Website and sell wines via our Website you will be bound by the terms and conditions of this Agreement.
1.2 Modification. If we decide to amend, alter or otherwise change the terms of the Agreement, we shall notify you by posting a revised version of the Agreement on the Website and emailing you at your registered email address. Such new agreement will automatically take effect and replace the terms of this Agreement. Your continued use of the Website will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, immediately notify SMW of any outstanding orders and do not continue to use the Website.
1.3 About Us. Sell My Wine is a limited company registered in England and Wales number 10471671. We can be reached at +44 (0)203 488 0097 or by contacting us at www.sellmywine.co.uk/contact We are fine wine traders acting in wholesale and retail markets.
2. Selling to Us
2.1 Requirements. To be entitled to sell wines to SMW via the Website you must register with us via our website, and therefore to become a Seller to SMW you must agree to accept the terms and conditions of this Agreement.
2.2 Reachable. The Seller agrees to be reachable by telephone during their normal business hours. It is the Sellers duty to respond to all enquiries from SMW in relation to wines the Seller has confirmed for sale by telephone and/or email in a prompt and timely manner. The Seller recognises that in order to facilitate an efficient service, certain enquiries and disputes need to be resolved quickly, particularly in cases where stock errors/discrepancies have occurred. The Seller therefore agrees to respond to all enquiries specifically related to purchase orders agreed with SMW within 24 hours via email or phone. Failure to do so may result in termination of any contract of purchase agreed with SMW or replacement stock being sought and any costs incurred will be passed on by SMW to the Seller.
2.3 Wine Description. For each wine the Seller offers SMW, They agree to provide full and accurate details of the description, vintage, pack size, quantity, condition, duty status and that the stock is stored and immediately available in a UK Bonded storage facility for delivery or collection within 7 to 14 days of an agreed trade. They agree to offer wines in the most honest and non-misleading manner. Failure to do so could result in the Seller being held responsible for the full replacement of the original stock offered, which could be at a higher cost to the original offer and subsequently cover of any costs incurred by SMW in resolving the issue. In the event that a Seller is unsure of any detail that could cause errors They agree to contact SMW to discuss the relevant options entering into an agreement with SMW. We strongly recommend that Sellers thoroughly check their inventories are correct with their storage providers and obtain detailed condition photos of their stock prior to offering wines for sale to avoid any unforeseen condition issues at fulfilment. For clarification purposes we detail that condition issues are as follows; Label scuffs and nicks, signs of leaking or seepage, low ullage levels, raised corks or capsules, staining and other forms of damage to bottles or the original cases. We do not accept wines in non-original cases nor bottles with foreign import or strip labels unless by prior agreement. For all wines that are vintage 2000 or older we require a condition photo of each case and for duty paid wines we will not accept any case without a photo regardless of age/vintage.
2.4 En Primeur Wines. At no point in time will SMW enter into an agreement with a Seller to purchase wines that are classed as En Primeur. For clarity purposes, En Primeur wines shall be deemed as those that are not ready for immediate delivery on the general market place and can take up to two and a half years for release from the Chateau, Domaine or Producer.
2.5 Guaranteed Fulfilment. Once a Seller enters into an agreed sale with SMW, the Seller is contractually bound to supply said wine to SMW. Wine listings are a legal representation of actual product description and other details relevant to the wine. Sellers will be held to the original agreement to fulfil stock supply as agreed in writing if They offer wines for sale and those exact wines are not available nor delivered. The Seller agrees not to dispatch alternate wines or wines of a differing condition from those ordered by SMW without first contacting SMW. Failure to supply wines as agreed may result in a charge to the Seller. If SMW are informed that incorrect wines have been received by our Buyer, our shipper or warehouse provider, the Seller agrees to dispatch the correct wines no later than two (2) working days after the notification. SMW agrees to notify the relevant storage provider to release the incorrect stock for collection by the Seller’s notified haulier once the correct stock has been fulfilled as originally agreed.
2.6 Taxes. SMW mainly deals with In Bond wines, therefore UK Duty and VAT are not payable on the goods value. From time to time SMW may purchase duty paid wines and VAT will then be applicable at the standard UK prevailing rate at the time of trade for registered VAT entities. This will be clearly stated on our invoices and purchase orders. Wine as a valued asset could be liable to other taxes that may be generated from its resale. SMW is not a tax adviser. If in doubt, please seek the advice of a Financial Adviser to determine which taxes you are required to declare if any.
3.Selling Process
3.1 Confirmed Orders. When a trade is agreed between SMW and the Seller for wines listed, a confirmation email will be sent to their indicated email address with our purchase order. The purchase order contains the details of the agreed trade inventory including; description; vintage; pack size; packaging type; duty type and quantity. This purchase order is required to either be signed and returned or agreed electronically by return email. The Seller cannot amend or remove a wine or price once a trade is agreed with SMW. It is the Sellers responsibility to ensure they provide SMW with a correct email address for correspondence.
3.2 Cancellations. Whilst we try to ensure the accuracy of prices and orders, sometimes human or technical errors may occur. In the event that an error has resulted in an incorrect purchase order being made, SMW will notify the Seller within 48 hours, and the order will be cancelled or corrected as agreed.
4.Delivery Process
4.1 Delivery. The Seller agrees to deliver the exact wine inventory ordered as agreed with SMW. The Seller accepts ultimate responsibility for secure and timely delivery of the wines and agrees to ship via their chosen provider’s network. Any associated charges with delivery will be borne by the Seller. The Seller also accepts ultimate responsibility for deliveries that go missing, investigating the outcome with their provider in a timely manner. A full replacement will be required if an item fails to arrive at the destination storage account as provided by SMW. Any claims should be made direct to the Seller’s storage provider. The Seller accepts that deliveries must be instructed within 48 hours of receipt of the SMW purchase order and to the required delivery account details. If required by SMW, a Proof of Delivery (POD) may be required from the Seller to assist the confirmation that goods have arrived safely. These can be obtained from the Seller’s storage provider upon request and should be submitted with 24 hours of request.
4.2 Collection. There will be instances when SMW require wines to be released for collection by an international shipper from the Seller’s storage account. A clear instruction will be emailed to the Seller detailing the release process required. The Seller must instruct the release within 24 hours of request. SMW requires to be included on the email request to the storage provider or to be sent a clear release note detailing all goods required with rotation numbers or ID’s. Without this information a collection cannot be facilitated. Any costs for collection shall be borne by the Seller and not SMW.
4.3 Customer Anonymity. In certain circumstances SMW may ask The Seller to deliver direct to the SMW Buyers storage account and therefore the Seller agrees to “blind drop ship” all wines to Buyers and in doing so will not include any invoice, letterhead, business cards or materials other than those specifically instructed by SMW to provide.
4.4 Organised Records. The Seller agrees to maintain organised records and receipts of all dispatch numbers and POD’s from their selected delivery service provider. Where required, SMW may request this information to trace a delayed, failed or missing delivery at any time.
4.5 Update on Delivery. When the Seller dispatches wines to SMW or our Buyer, they agree to notify SMW by including trading@sellmywine.co.uk on all correspondence to their warehouse provider or provide an accurate dispatch email with clear information. Please note that failure to complete the dispatch could result in delayed payment. SMW or The Buyer will confirm safe arrival, but in instances where a POD is required to locate the delivery this can ultimately delay payment to The Seller. Therefore it is imperative to ensure swift payment that the Seller sends all relevant paperwork as required, to track and prove delivery has occurred to SMW.
4.6 Missed Collection. In instances where a collection has been requested by a shipper from The Seller’s storage account, The Seller agrees to co-operate with the SMW collection process. If a collection is scheduled and confirmed with the Seller, and the Seller’s storage provider is unavailable at the scheduled time or refuses a collection, resulting in a pickup cancellation or re-booking, the Seller may be charged Missed Pickup penalty fees. These will be passed from SMW or the Buyer to the Seller at cost.
5. Buying from SMW
5.1 Buying. SMW from time to time will privately contact its clients offering certain wines for sale. This will be in the form of direct email marketing. Buyers may opt out of these offers at anytime by updating your preferences or unsubscribing.
5.2 Corked and Tainted Wines. The Buyer understands that from time to time, as is the nature with wine being a natural product that corked or tainted wines can be discovered. By buying through SMW and the secondary market place, Buyers are agreeing to and understand that it is Buyer beware and neither the original Seller nor SMW can be made liable for replacement or compensation for the discovery of corked or tainted wines.
5.3 Fulfilment. Wines that are purchased from SMW must be inspected upon delivery or collection/release to your nominated shipper. We recommend that this is done within a 14 day period from delivery or release and The Buyer agrees to notify SMW immediately of any defect, damage, shortage in or to the wines. If you are a trade merchant you will be deemed to have accepted the wines as satisfying the order 14 days following the collection, release or delivery to you. If you are a private consumer you agree to notify us in writing no later than 30 days from collection, release or delivery to you and after these 30 days you will be deemed to have accepted the wines in a satisfactory condition. In the situation of very rare wines being purchased a condition photo will be provided prior to an agreed purchase so The Buyer is 100% aware of the condition.
6. Payment Process
6.1 Payment to Sellers. SMW will make payment to the Seller once the wines have been received and condition checked by our warehouse provider, our buyer’s warehouse or the relevant export shipper. SMW endeavours to make payments to the Seller within 24 hours of receipt of expected goods, but in some cases this may take up to seven days for certain transfers such as overseas payments. All payments will be made in GBP Sterling via bank transfer from SMW to the Seller’s nominated account. All bank transfers made to the bank accounts of international clients will have the required bank administrative fee deducted from their payment at cost. SMW will not be responsible for fluctuations in FX currency rates.
6.2 Payment from Buyers. Payment must be made 100% in full and is due within 7 days of receipt of invoice unless otherwise agreed. Payments can only be made in GBP Sterling and by bank transfer. All bank charges are to be paid in full by the sender. We do not accept payments by credit/debit card, cheque or by cash deposit. In the event of overdue payment, we reserve the right to cancel the order and wines may be sold without prior notice. All wines will remain the property of SMW until all sums due from the Buyer are paid in full.
7. Acceptance
7.1 Acceptance of wines by the Buyer. It is the Buyer or Buyer’s warehouse/shipper obligation to inspect wines upon receipt and notify the shipping company and SMW of any damage, discrepancy or shortage immediately. In the absence of notification within 72 hours of delivery / collection, any damage or shortage will be the Buyer’s responsibility.
8. Cancellations and Returns
8.1 Changes/Cancellations & Returns. The Seller is entering a legally binding contract to supply wines as described as outlined under clauses 2.3 and 2.5, by returning our Purchase Order template. However, SMW does understand that sometimes in certain circumstances, problems and situations may occasionally still arise in the supply chain, beyond the Seller’s control. Therefore, if SMW has received stock whose description, vintage or condition upon arrival is not to our exact T&C’s for purchased stock, or purchase order description, at our discretion, we may agree to the following alternative solutions, in situations where it may not be possible for Sellers to readily source full case replacement stock for certain rare wines.
SMW at its discretion may;
1) Wrong description - Negotiate a different purchase price to reflect the incorrect description of the actual wine received.
2) Poor condition - Negotiate a different purchase price to reflect any condition issues of the actual wine received.
3) Wrong Vintage - Accept a different vintage to the one which has arrived, the purchase price of which may vary considerably from the original vintage offered for sale.
4) Cancel the sale.
If an item is to be returned by the agreement and at the discretion of SMW to the Seller, the Seller acknowledges that any handling costs incurred to date by SMW for the return of goods must be covered in advance. SMW will instruct our warehouse to release the goods for collection within 24 hours once all costs are covered. SMW will then deem that the relevant transaction will be voided and no payment will be due to the Seller.
8.2 Cancellation of Orders - Buyers' right to Cancel under Consumer Regulations . As a Buyer/consumer you have a right to cancel your contract with us under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("Consumer Regulations") and the following terms explain how to cancel and the effect of cancellation: 1) You will have a right to cancel your contract for the purchase of wines within 14 days without giving any reason unless you have purchased any pre- ordered wines which we are unable to release within 30 days. 2) The cancellation period will expire after 14 days after the day on which the wines are made available to you. The wines are made available to you: a) on delivery to your address or nominated storage facility, or, in all other cases; b) 21 days following acceptance of your order (when the wines will be available for collection from our storage facility). c) To exercise the right to cancel, you must inform us via letter sent to the address below, or via email of your decision to cancel this contract by a clear statement. To meet the cancellation deadline it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Sell My Wine Ltd
1 Stockton Court
31 Greycoat Street
Westminster
London
SW1P 2QE
+44 (0)203 488 0097
trading@sellmywine.co.uk
8.3 Effect of Cancellation
1. If you cancel this purchase contract, we will reimburse to you all payments received from you, excluding the costs of delivery.
2. We may make a deduction from the reimbursement for loss in value of any wines supplied, if the loss is the result of unnecessary handling by you.
3. We will make the reimbursement without undue delay and not later than – a) 14 days after the day we receive back from you any wines supplied, or b) (if earlier), 14 days after the day you provide evidence that you have returned the wines, or If there were no wines supplied, 14 days after the day on which we are informed about your decision to cancel this purchase contract.
4. We will make the reimbursement by bank transfer in GBP Sterling and in any event, you will not incur any fees as a result of the reimbursement. We may withhold reimbursement until we have received the wines back or you have supplied evidence of having sent back the wines, whichever is the earliest.
5. You shall send back the wines without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation from this contract to us. The deadline is met if you send back the wines before the period of 14 days expires.
6. You will have to bear the direct cost of returning the wines.
7. You are only liable for any diminished value of the wines resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the wines.
9.Warranties and Indemnities
9.1 Warranties. The Buyer/Seller warrants to and for the benefit of SMW, the following;
(A) All wines offered by the Seller are;
(i) “on-hand”, stored within the UK, 100% guaranteed and available for immediate sale and dispatch or collection at the prices agreed;
(ii) the property of the Seller or the Seller is authorised to sell such wines (by law, contract or otherwise) and no third party rights (including any intellectual property rights) are infringed by the Seller in offering wines for sale to SMW;
(iii) not stolen, counterfeit or in any way fraudulent, inaccurate or misleading;
(B) In offering wines for sale to SMW it is complying with all applicable laws, regulations and codes of practice including, but not limited to, consumer or other legislation.
(C) All information the Buyer/Seller provides to SMW in respect of itself (when applying to become a Buyer/Seller or at any time thereafter) is true and accurate in all respects.
9.2 Indemnities. The Buyer/Seller undertakes as a continuing undertaking to indemnify and keep SMW fully indemnified against any liability, cost, loss, damage or expense incurred or suffered SMW arising in respect of or as a consequence of a breach of any of the obligations, warranties or representations it provides in this Agreement.
9.3 Liability. We shall in no circumstances be liable to the Buyer/Seller for any indirect or consequential losses or any loss (whether direct or indirect) of profits, revenue, business, savings, goodwill or reputation arising out of the Buyer/Seller’s use of the Website, including without limitation from sale of wines or other goods or services. In respect of each transaction made via the Website, our liability whether in contract, tort or otherwise shall be limited in aggregate to the total amount paid by the Buyer/Seller in relation to such transaction. Nothing in this Agreement is intended nor shall it be construed as an attempt by any party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including without limitation its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.
10 Term and Termination
10.1 Term. Subject to 10.2, this Agreement shall commence on the date you visit the Website and shall continue in force unless and until either party gives the other at least thirty (30) days notice in writing to terminate this Agreement.
10.2 Termination. Either party may terminate this Agreement immediately by giving written notice to the other if the other (i) commits a material or persistent breach of its obligations under this Agreement and, in the case of a breach which is capable or remedy, fails to be remedied it after being given five (5) days written notice specifying the breach and requiring it to be remedied; or (ii) is unable to pay its debts, becomes subject to an administration order or makes any voluntary arrangement or composition with its creditors, or an encumbrancer takes possession of or a receiver is appointed over the property or assets of the other party or the other party is wound up or ceases or threatens to cease to carry on business except for the purposes of reconstruction of the company or, in the case of an individual, is declared bankrupt.
10.3 Consequences of termination. Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.
11. Additional Information
11.1 Privacy Policy. Sell My Wine warrants that the Buyer and Seller’s data will be held by it in the strictest confidence and its use is subject to SMW’s privacy policy available from time to time on the Website. Access to the Buyer and Seller’s data will be limited to SMW’s personnel only. SMW reserves the right to accumulate aggregate data trends and to make such aggregate data available to Buyers, Sellers and strategic partners. We will not disclose the Buyer or Sellers details to any third party except when required at point of delivery if an account name is used at the Buyer or Seller’s storage facility rather than an account number. Subsequently we may be required to do so by any regulatory or governmental or other authority with relevant powers to which either party is subject to or submits.
11.2 Intellectual Property Rights. The content and software on the Website (including without limitation copyrights, trademarks, design rights, patents and other intellectual property rights) is the property of SMW and/or its suppliers and licensors and is fully protected by UK and international worldwide intellectual property laws. The Buyer/Seller may not without our permission reproduce, edit, publish or transmit any of the contents of this Website.
11.3 No agency. The Buyer or Seller and SMW are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement and neither shall have any authority to bind the other in any way.
12. Miscellaneous
(A) This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected.
(B) No failure or delay by SMW in exercising any of its rights under this Agreement should be deemed to be a waiver thereof and no waiver of a breach of a provision of this Agreement shall be deemed to be a waiver of any subsequent breach.
(C) You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of SMW, which we can refuse in our absolute discretion.
(D) Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns.
(E) The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.
(F) Any notices required or permitted to be given under this Agreement shall be in writing and sent by registered post addressed (i) if to SMW, to the registered office set out above and (ii) if to you to the Billing/Supply Address as provided by you.
(G) This Agreement shall be governed by and construed in accordance with the law of England and Wales and both parties agree to submit to the exclusive jurisdiction of the English Courts.
Last updated 23/01/2013