Terms and Conditions

The order for all En Primeur Wines is subject to these Terms and Conditions. By placing an order for En Primeur Wines with us, you confirm that you are at least 18 years of age and that you have read these Terms and Conditions.

We may amend these Terms and Conditions from time to time without prior notice. Amendments will be notified to you by way of email, or by posting amended terms and conditions on our official website and will apply to any orders made after the date the amendment comes into effect. Please check the Terms and Conditions which are in place and binding upon you in respect of the relevant order once we issue to you an En Primeur Sales Order/Proforma Invoice ("EP Sales Order"). None of our employees or agents has the right to bind us to any agreement (verbal or in writing) which are inconsistent with these Terms and Conditions

Definitions

In these Terms and Conditions:-

"Bordeaux Warehouse" means a warehouse in Bordeaux which we may designate from time to time for storage of the Physical EP Wines in bond;

"Company", "we", "us" or "our" means Kerry Wines Limited;

"Customer", "you" or "your" means any person, firm, company, body corporate or entity who/which places an order with the Company;

"En Primeur Wines" means wines that have yet to be bottled and released onto the market at the time of order, that may be provided by, or ordered from, the Company;

"Physical EP Wines" means the En Primeur Wines specified in an EP Sales Order that have become physical wines, bottled and delivered or ready to be delivered to the Bordeaux Warehouse; and 

"Terms and Conditions" means these terms and conditions, as may be amended from time to time.

Product Description & Prices

1. Subject to these Terms and Conditions, the Company agrees to sell to the Customer and the Customer agrees to purchase from the Company, the En Primeur Wines of such description, chateau, vintage, quantity, volume per bottle, pack size, price per bottle and total amount payable, as set out in the EP Sales Order.
2. Prices for En Primeur Wines are quoted in Euro based on the ex-cellar price of Bordeaux, and on the basis of bottling format of six (6) bottles of 750ml per bottle in one case/carton (unless otherwise stated in the price list). If the Customer requires other bottling formats, the Customer should inform the Company no later than twelve (12) months prior to the release date set out in Clause 7.2 or otherwise notified to the Customer, which bottling request will be subject to confirmation by the supplier/chateau.  The Company shall charge bottling charges at such rate as the Company shall notify to the Customer (“Bottling Charges”). Prices quoted for the En Primeur Wines are under bond and do not include government duties, customs clearance fee, value added tax or other duties or charges chargeable on the Physical EP Wines (such levies and charges and the Bottling Charges, together “Charges”). The Customer shall be responsible for payment of such Charges, and if the Company makes any payment of Charges for and on behalf of the Customer, the Customer will, upon demand by the Company, promptly reimburse the Company for the same.  

Your Confirmation

1. By placing an order for En Primeur Wines, the Customer irrevocably confirms that:

   1. the Customer is of the legal age to purchase alcohol in the country or state or territory of the Customer’s residence;
   2. the Customer’s country or state or territory of residence does not restrict, ban, prohibit or otherwise impose any conditions on the sale, purchase or trading of En Primeur Wines; and  
   3. the Customer who is of legal age to purchase alcohol must take delivery of the Physical EP Wines or the delivery shall be withdrawn and rearranged at the Customer’s expense.

Contract

1. Any order of any En Primeur Wines is an offer by the Customer to purchase such wines from the Company.
2. Fulfillment of an EP Sales Order is subject to availability (see section on Availability below).  The Company may accept or reject any order (or part thereof) at its sole discretion.
3. There is no contract between the Customer and the Company unless and until the Company has accepted the Customer’s order by the issuance of an EP Sales Order and received payment in cleared funds for the full amount of the order. These Terms and Conditions shall govern and be incorporated into every contract between the Customer and the Company. 
4. An EP Sales Order for En Primeur Wines cannot be cancelled once the relevant contract between the Customer and the Company is formed pursuant to Clause 5.3.

Payment Terms

1. Customers shall make payment to the Company by way of bank transfer to the following account without any counterclaim, deductions (including any bank charges or otherwise) or set off:--

   Beneficiary : Kerry Wines Limited

   Bank Name : The Hong Kong and Shanghai Banking Corporation Limited

   Account number : 848-029690-275

   SWIFT : HSBCHKHHHK

2. All prices listed are in Euros. Payment by bank transfer must be made no later than five (5) working days after the date of the EP Sales Order.

Availability

1. En Primeur Wines are wines that have yet to be bottled and released onto the market at the time of order.  Delivery of Physical EP Wines is therefore subject to availability of the wine products of such En Primeur Wines from the relevant producer.  We will make every effort to meet all En Primeur Wines orders we have confirmed.  Our ability to supply or fulfill an order is however limited by the quantity and bottle sizes of the wine products of the relevant En Primeur Wines finally bottled and supplied to us by the producer or our supplier.  We reserve the right to allocate, at our sole and absolute discretion, stocks amongst Customers in such proportions as we deem fit
2. En Primeur Wines are scheduled to be bottled and released on or before 31 December of the third year after the date of the EP Sales Order (for example, if the date of the EP Sales Order is 10 April 2020, the En Primeur Wines will be expected to be bottled and released by 31 December 2022).   We will notify our Customers in writing of the expected date of delivery of the Physical EP Wines (“Release Notification”) to the Bordeaux Warehouse nearer the time of the actual release of the Physical EP Wines, and request our Customers to advise their choice of storage or shipment arrangement to Hong Kong.  Please note that the delivery date (“Expected Date of Delivery”) in the Release Notification is an indication of the expected date of delivery only.  We will use our reasonable endeavours to meet the indicated delivery date, however, we do not accept liability for any failure to deliver within that time.  We will only be able to arrange shipment of the Physical EP Wines when such wines become available to us and arrived at our Bordeaux Warehouse.
3. If, for any reason, the Physical EP Wines are not available by the Expected Date of Delivery, or if any En Primeur Wines you have ordered is unobtainable, or cannot be met in whole or in part, the Company is entitled to cancel all or any part of an EP Sales Order provided that if we cancel such order (or a part thereof), we will refund to you the payment made by you with respect to such cancelled order (or part thereof) within four (4) weeks of the cancellation, without any interest and net of all taxes, duties, charges and fees. After making such refund, the Company shall have no further obligations or liabilities to the Customer under the relevant contract/order confirmation. 
4. The Company is not and will not be liable to the Customer for any loss, damage, claims, costs and expenses whatsoever and howsoever arising in connection with the cancellation of any order (or a part thereof).

Shipping and Storage Arrangements

1. All Physical EP Wines at our Bordeaux Warehouse can only be shipped to Hong Kong as the final destination.  The Physical EP Wines cannot be moved to another bonded warehouse or other destinations without arriving in Hong Kong. 

2. You will have the following options for shipping and storage arrangements for the Physical EP wines:-

   a)  using shipment services provided by the Company to ship the Physical EP Wines from our Bordeaux Warehouse to Hong Kong ("Delivery Service");
   b)  storing your wines at Bordeaux Warehouse ("Storage Service"); or
   c)  arranging your own forwarder to ship the wines from our Bordeaux Warehouse to Hong Kong at your own expense (“Customer’s Own Arrangement”).
3. You are required to advise us in writing of your choice of storage or delivery arrangement within one month of the date of the Release Notification, or such later date as may be specified therein.  If we do not receive your response and instruction on choice of storage or shipping arrangements by the deadline, you are deemed to have chosen the Storage Service arranged by the Company.  
4. For Delivery Service, the Company shall facilitate the shipment of the Physical EP Wines from our Bordeaux Warehouse to Hong Kong, in which case our “Shipment Terms and Conditions” shall apply (for copy of such terms and conditions, please contact our sales representative or go to: https://www.kerrywines.com/epshipmentterms). For Storage Services, our “Terms and Conditions for Private Storage offered by Kerry Wines” shall apply (for copy of such terms and conditions, please contact our sales representative or go to: https://www.kerrywines.com/storageterms). You will be responsible for the costs, charges and expenses for the selected service. You acknowledge and agree that such Delivery Service and Storage Service may be for combined goods or wines or Physical EP Wines of other Customers and your Physical EP Wines.
5. For Customer’s Own Arrangement, you may arrange shipment services of your choice however the destination of such shipment must be Hong Kong. You are required to provide all the necessary documents required for shipment for our processing before your Physical EP Wines can be picked up by your designated carrier from the Bordeaux Warehouse. The Company will not in any event be liable for any loss or damages to your Physical EP Wines howsoever arising during collection, delivery, shipment or transit of the goods.
6. If you choose to arrange your own carrier to collect the Physical EP Wines from our Bordeaux Warehouse for shipment to Hong Kong, and fail to collect the same within three (3) months of the date of the Release Notification for any reason whatsoever, the Company shall have the right to deal with or otherwise dispose of the Physical EP Wines (including resale of any or all of the Physical EP Wines) at its absolute discretion, without any further notice to you and without having to account to you any proceeds (if any) arising therefrom. In the event the Company agrees to continue storing the Physical EP Wines for you, the Company will levy storage charges which must be paid by you prior to the Physical EP Wines being released for collection by you or your representative or your carrier and our “Terms and Conditions for Private Storage offered by Kerry Wines” shall apply. The Company shall have no liability to you in respect of dealing or disposal of Physical EP Wines in accordance with this Clause.
7. If in any event that you wish to ship the Physical EP Wines to another destination after arriving Hong Kong, you will be responsible for arranging your own shipment from Hong Kong to your desired destination and obtaining all the necessary certificates, documents or approvals for such shipment. The Company is not liable for any loss or damages to your Physical EP Wines for this subsequent shipment.

Delivery

1. If you opt for Delivery Service provided by the Company, delivery of the Physical EP Wines will be completed when the wines are delivered to you or your representative upon arrival in Hong Kong, or otherwise picked up from our warehouse in Hong Kong. Once the delivery is completed, the Company is no longer liable for any loss or damages of your Physical EP Wines.
2. For Customer’s Own Arrangement, the delivery will be completed when the wines are picked up by the carrier from the Bordeaux Warehouse. Once the Physical EP Wines leave the Bordeaux Warehouse, the Company is no longer liable for any loss or damages of your Physical EP Wines.
3. The Customer must inspect the Physical EP Wines upon delivery or collection and notify the Company immediately of any breakages, shortages or wrong order. We cannot guarantee refund or replacements unless we are notified on delivery/collection and the Company reserves the right to refuse any claim for breakages, shortages or wrong order made after delivery is completed. If the Company has not received any notification of a claim on delivery, the Customer shall be deemed to have accepted the Physical EP Wines in all respects.

Risks and Title

1. All risk of loss of or damage to the Physical EP Wines shall pass to you when they are released and delivered to our Bordeaux Warehouse;
2. Subject to the Company receiving from you full and final payment of the En Primeur Wines/Physical EP Wines, legal and beneficial title to the Physical EP Wines shall pass to you upon delivery as stipulated in Clauses 9.1 and 9.2. 

Disclaimer

1. En Primeur Wines are wines that have not yet been bottled or released and quality may not be as described in catalogue or by wine critics.  Whilst we take reasonable care when sourcing En Primeur Wines, our suppliers are responsible for exercising quality control over the wines and we do not independently test, examine or inspect individual wines. Accordingly, the Company makes no representation or warranty as to the quality of the physical product of the En Primeur Wines you ordered or its fitness for purpose, and the Company disclaims all such warranties and representations, whether express or implied, to the maximum extent permitted by law.   By making an order, you acknowledge that you order the En Primeur Wines at your own risk.

Limitations of Liability

1. The Company shall not be liable to the Customer for (a) ullages or for any deterioration in the condition of the Physical EP Wines, which may occur through the natural processes to which all wines and their corks, however well cared for; and (b) any act or omission or delay or non-performance of any of its obligations caused by events beyond the power or control of the Company
2. Except to the extent that any loss or damage to the Customer is incurred due to or arising from the willful default of the Company, its employees or agents, the Company shall not in any circumstances be liable and otherwise responsible for any direct, indirect or consequential loss damage to the Customer or any third party for any loss, damage, deterioration, misplacement, destruction, late delivery or non-delivery or unavailability of or to any En Primeur Wines or Physical EP Wines ordered or stored with the Company or the Bordeaux Warehouse howsoever causes.
3. IN THE EVENT THE COMPANY IS LIABLE TO THE CUSTOMER FOR ANY REASON UNDER THESE TERM AND CONDITIONS (OR SUCH TERMS AND CONDITIONS APPLICABLE TO STORAGE SERVICE OR DELIVERY SERVICE), THE COMPANY’S AGGREGATE LIABILITY SHALL BE LIMITED TO YOUR PURCHASE PRICE OF THE EN PRIMEUR WINES OR PHYSICAL EP WINES CONCERNED, SUBJECT TO A MAXIMUM LIABILITY OF HK$3,000 PER 750ML OF WINE.  IF CUSTOMER REQUIRES ADDITIONAL PROTECTION, YOU MAY TAKE OUT EXTRA INSURANCE COVERAGE ON YOUR OWN ACCOUNT.

Lien

1. In the event of non-payment of accounts, including without limitation, charges for Delivery Service and Storage Service, the Company reserves the right to exercise a lien over and/or to sell some or all of your Physical EP Wnes and to deduct from the proceeds of sale of any outstanding sum owing to the Company by you.

Force Majeure

1. We shall not be liable for any failure to meet our obligations occasioned by circumstances beyond our reasonable control, including without limitation, war (whether declared or not), hostilities, invasion; civil war, riot, rebellion, revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience; act of terrorism, sabotage or piracy; plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions; act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalization; act of God or natural disaster; explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current; general labor disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises; shortage or inability to obtain critical material or supplies to the extent not subject to our reasonable control or that of our service providers. We will give the Customer notice of any such circumstances as soon as is reasonably practicable.

Privacy Policy

1. Customers may be required to provide certain personal data in order to purchase En Primeur Wines.  We collect, use, disclose, process and hold data relating directly or indirectly to any Customer and any other relevant person in accordance with the provisions of the Personal Data (Privacy) Ordinance and our privacy policy, a copy of which is available on our website www.kerrywines.com or upon request at  [email protected]. Please read our privacy policy carefully as it contains important information about the data we collect, the purposes for which the data is used and the Customer’s rights to obtain access to the data collected about it.

Miscellaneous

1. Notwithstanding the Contracts (Rights of Third Parties) Ordinance and/or any comparable law in any jurisdiction, these terms and conditions are personal to and are made solely for the benefit of the Customer and the Company and shall not create or give any rights to or purport to confer any benefits on any third parties whatsoever.  The application of the Contracts (Rights of Third Parties) Ordinance and/or any comparable law in any jurisdiction giving to or conferring on third parties the right to enforce any term of these terms and conditions are expressly excluded and no terms herein are, or are intended to be, enforceable by any person not being a party to them.
2. The Company may exercise or enforce any rights contained in these Terms and Conditions.  If the Company fails to, or chooses not to, take any action, it will not be deemed to be a waiver of its right to take such action or any subsequent action in respect of that right or any other rights.
3. If any provision in these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect other provisions of these Terms and Conditions. All provisions not affected by such invalidity or unenforceability shall remain in full force and effect. 

Law and Jurisdiction

1. These Terms and Conditions are governed by and shall be construed in accordance with the laws of Hong Kong Special Administrative Region (“Hong Kong”). The Customer agrees to submit to the non-exclusive jurisdiction of the Hong Kong courts.
2. These Terms and Conditions are written in the English language and may be translated into Chinese. In the event of any inconsistency between the English version and the Chinese version, the English version shall prevail.