Terms Of Service – Liquid Opulence

Purchase of Whisky and related Services

DEFINITIONS

In these conditions, the following definitions apply:

Business Day: a dayother than Saturday, Sunday or public holiday in the UK when banks are open for business.

Bonded Account: means a private account with a Bonded Warehouse.

Bonded Warehouse: means a UK HMRC regulated bonded storage facility which is used to store wine, champagne or whisky stock Under Bond in a controlled (In Duty Suspense) environment.

Client: means the Customer, You, or Your, and refers to the purchaser or private individual giving the instruction to purchase stock.

Company: means Liquid Opulence, Our, We, Us, Liquid Opulence Limited (registered in England and Wales with company number 07027813, registered office 19/21 Swan Street, West Malling, Kent, ME19 6JU).

Conditions: means and refers to these Terms and Conditions (and any additional Terms or Conditions agreed between you and Liquid Opulence in writing).

Contract: this means the contract between you and Liquid Opulence to purchase or supply wine, champagne or whisky, and related services.

Delivery Date: The date the stock is delivered to a Bonded Warehouse facility by the Supplier or Liquid Opulence as provided in these Conditions.

Escrow Company: means an independent Company registered with the FCA (Financial Conduct Authority) for the provision of payment services that provides a secure payment facility to handle payments for purchases made by UK private Clients over £5,000.00 to Liquid Opulence Limited who require this service.

Management T&Cs: means Liquid Opulence’s terms and conditions for management of the Stock, including fee structure, a copy of which is enclosed at Annex A.

Payment: means the receipt of ‘Cleared Funds’ into the Liquid Opulence bank account or to the Escrow Company’s bank account to the full value of the stock purchased.

Premier Client: means any Customer who at the time of entering into this agreement has subscribed to Liquid Opulence’s premier services, as made available to them from time to time.

Service: means the service provided by Liquid Opulence in acting as your agent and or negotiator to procure Stock for you in accordance with your selection and instruction, manage the Stock on your behalf and act as your agent and negotiator should you decide to sell the Stock.

Stock or Goods: means wine, champagne or whisky offered to you the Client.

Stock Reservation Form: means the Purchase Order for the stock or service issued by the Company in accordance with your purchase instruction.

Supplier: means the person, persons, merchant or trader that supplies wine, champagne or whisky stock to Liquid Opulence Limited.

1. BUSINESS AND CONSUMER CUSTOMERS

Customers who fall under the definition of ‘consumer’ as used in the Consumer Rights Act 2015, herewith Consumer Customers, will have different rights to our business Customers. You are a Business Customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
These differences will include but not be limited to Consumer Customers having the right to cancel their orders, additional rights to compensation for losses and rights to remedies. Where a term applies just to Businesses Customers or to Consumer Customers, this is clearly stated.

2. BASIS OF CONTRACT

If you are a Business Customer, these Conditions apply to the Contract to the exclusion of any other terms that the Business Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
These Conditions will constitute the entire agreement between a Business Customer and the Liquid Opulence. The Business Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by Liquid Opulence or on its behalf which is not set out in these Conditions and that the Business Customer has no claim for innocent or negligent misrepresentation based on any statement in these Conditions.
By entering into this agreement, you agree to comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including but not limited to cooperating with our reasonable requests for information and associated documentation regarding your age, identity, source of funds and other relevant information. You understand that the Stock will not be delivered until we have completed any reasonable enquiries Liquid Opulence consider necessary.
By entering into this agreement, you acknowledge and agree that your Stock and any individual casks shall be managed by us, Liquid Opulence Limited. You are therefore responsible for reviewing the Management T&Cs, and understand that they shall apply to your Stock should you proceed to instruct us
By entering into this agreement, you agree to provide us with a signed revenue trader declaration and you understand that it is a legal requirement for the provision of the Services.

3. INVESTMENT WARNING

Given the nature of the Stock and the arrangement underpinned by this agreement, Liquid Opulence gives no warranty as to the quality or suitability of the Stock as an investment. None of the information provided by us shall constitute financial advice.
In all cases, you acknowledge that you shall make any investment decisions based on your own knowledge and independently obtained investment, financial, legal, and/or tax advice, and that you shall carefully consider your own circumstances and financial resources before purchasing the Stock or deciding to sell it once purchased.
You acknowledge that information provided by us on past prices of similar Stock are for information only and not a guarantee of future performance should you decide to sell the Stock to a third party.
You acknowledge that investments in the Stock involve a degree of risk and we cannot give you any assurance or guarantee relating to the profitability of performance of the Stock as investment, or any other goods or services provided by us.
You acknowledge that, in the interest of safety and in line with clause 18 (Bailment), Liquid Opulence shall not be required to disclose to you the location of your Stock or any individual caskets.
This clause shall survive termination of the Contract.

4. ORDERS

By signing and returning this Stock Reservation Form, you confirm your instruction to purchase Stock as described in this Stock Reservation Form. You also confirm that you have read and understood the Management T&Cs and how they shall apply to your Stock.
A Contract will only be formed once we receive both a confirmation of cleared funds and satisfactory identification and anti-money laundering checks (AML Checks). For Escrow payments, this will be formed when the Escrow Company confirms that AML checks are satisfactory and complete, and ‘Cleared Fund’ is held within their Escrow account.
Once confirmed, your instruction can be formally accepted and we shall both be bound by these Terms of Business. Liquid Opulence will then issue a confirmation of your purchase and instruct the Bonded Warehouse to transfer the Stock to our private Bonded Warehouse account. You hereby acknowledge that transfers can take up to 120 days, subject to bonded transfer location.
Liquid Opulence reserves the right to reject Stock Reservation Forms for any reason, however we shall let you know as soon as possible if this occurs and we will refund any sums already paid. Liquid Opulence reserve the right to decline instructions by third party representatives, regardless of any relationship to you, or if this party is the beneficiary of the goods purchased.
For Escrow payments, due to the nature of the Stock, once you return a signed Stock Reservation Form and the Escrow Agreement is accepted by the Escrow company, a contractual undertaking is made by both parties. Liquid Opulence undertakes to supply Stock as described at the price stated, and you undertake to purchase the said Stock. This does not affect your statutory rights or rights under the Consumer Protection Act.
You are responsible for ensuring the terms of the Stock Reservation Form are complete and accurate.
Any descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Stock described in them. They shall not form part of the Contract or have any contractual force.
If you are a Business Customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Liquid Opulence reserves the right to require identification documents and AML Checks for each person dealing with your account, including, if necessary, signed confirmation from the primary contact or Customer that any third party who may be entitled to information or access to your Stock.

5. TERM AND RENEWAL

This agreement shall commence on the Delivery Date and shall continue, unless terminated earlier in accordance with clause 19 (Termination), for five years (Initial Term). The term of the agreement shall automatically extend for five years (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than three months before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
Liquid Opulence reserves the right to review these terms and conditions on the tenth anniversary of this agreement and therein prior to the end of each Extended Term. If you do not wish to proceed with any proposed changes to these terms and conditions, you shall have the right to terminate the agreement in line with clause 5.1 above or clause 19 (Termination).

6. GOODS AND STOCK

Liquid Opulence reserves the right to amend the Stock Reservation Form if required by any applicable statutory or regulatory requirement, and we shall notify you in any such event. Liquid Opulence will use reasonable endeavours to obtain the Stock set out in your Stock Reservation Form, however due to the nature of the Stock we reserve the right to offer you an alternative if the requested Stock are not available. You shall have 10 working days within which to respond to the alternative Stock offered. If you refuse the alternative Stock or fail to respond within that time, we will deem you to have refused the alternative Stock and a refund will be given for any payments already made in respect of the refused Stock.
Where the Stock is not held in stock by us, we will order and purchase the Stock from a Supplier as soon as is reasonably possible following a Contract being formed per clause 3.2 above, in any event, no later than 28 days following receipt of funds by the Escrow provider of the full payment to the total value of the Stock or services.
Due to the limited availability of some Stock, if we need to acquire Stock from a third party, it is possible for the availability or price of the Stock to change between the time of issuing the Stock Reservation Form and submitting an order to a Supplier. In this event, we will notify you and offer you an alternative Stock of the same quality as the substitute Stock or a full refund should you prefer as described in clause 6.1 above.
You acknowledge that, due to the requirements for its storage, the Stock you are purchasing comprises a share of a larger volume of the same product stored together in casks. The other shares of such volume may belong to us or to third parties. On your instruction pursuant to this agreement, such volume as represents your Stock shall be extracted from the casks. That will fulfil our obligations under this agreement. This clause shall survive termination of the Contract.

7. CANCELLATIONS

Cancellations must be in writing and received at our main place of business within 14 Business Days of the Contract being formed per clause 3.2 and 3.3 above. Upon receipt of your written cancellation, Liquid Opulence will issue a refund or inform the Escrow company to return your payment in full.

8. DELIVERY

Liquid Opulence will receive delivery of the Stock on your behalf to our Bonded Account at a Bonded Warehouse. The actual date of delivery of the Stock shall be the date on which the Stock are received at the relevant Bonded Warehouse.
Liquid Opulence will notify you of the Delivery Date as soon as reasonably possible after we receive written confirmation of delivery to the relevant Bonded Warehouse. In line with clause 3.5 above, we shall not be required to disclose the location of the Stock or any individual casks.
Where delivery shall be to a Bonded Warehouse where we hold a Bonded Account, we undertake to pay all freight, carriage, insurance and other costs for delivery of the Stock from the Supplier to the Bonded Warehouse. Where delivery is not to a Bonded Warehouse where we hold a Bonded Account, we may make an additional charge for this delivery.
Any time stated for delivery is for guidance only and time shall not be of the essence in this agreement.
Liquid Opulence reserves the right to request further information from you should we consider it necessary in order to ascertain the existence, identity and suitability of your Bonded Account, as well as any information required regarding your identity necessary for us to comply with any regulatory obligations.
Liquid Opulence reserves the right to charge you for storage fees if you fail to provide us with the details of your Bonded Account or arrange transfer of the Stock to your Bonded Account within the agreed timeframe. These fees will be charged at a flat rate of £83 per cask per year, for up to five casks. We reserve the right to reimburse these fees to Premium Clients in accordance with clause 10.4.

9. DELAYS OUTSIDE OF OUR CONTROL

Liquid Opulence shall not be liable for any delay caused by an event outside of our control or a delay caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Stock. If such a delay occurs, we will contact you as soon as reasonably possible to notify you of the issues and we shall do what we can to reduce the delay.
Liquid Opulence shall not be liable to compensate you for any delay as long as we complied with clause 9.1 above. If the delay is likely to be substantial, you may contact us to end the Contract and receive a refund for any payments made in advance, less reasonable costs already incurred by us.

10. STORAGE AND REMOVAL

Your Stock will initially be delivered to a Bonded Warehouse which compiles to industry standards, and the Stock will be held within a secure controlled environment pending, where applicable, the transfer to your private Bonded Account.
You are directly responsible for the storage and insurance costs for your Stock held within your private Bonded Account following the transfer of the Stock to the same. In our experience, any casks or Stock valued over £5,000 would benefit from additional insurance of at least 0.15% of the paid yearly value for that cask or Stock, however you should obtain independent advice pertaining to the suitability of any individual insurance policies.
Where Liquid Opulence have arranged for storage either to your private Bonded Account, or have kept the Stock in our Bonded Account, you will be responsible for any fees or payments in respect of this storage arrangement. Payment for this facility is charged annually in advance and invoiced to you personally by the Bonded Warehouse at the prevailing rate as per their terms and conditions.
Where Liquid Opulence have agreed to store the Stock in our Bonded Account, you agree not to remove the Stock for a period of five years from the Delivery Date. Should you wish to remove the Stock before the fifth anniversary of the Delivery Date, clause 13.2 shall apply in relation to any subsequent sale or removal.
Should the Stock be removed at any time upon your request (for the avoidance of doubt, including after the Initial Term), you will be liable for costs attributed to such handling, transfer, transport or removal, including a £350 + VAT admin fee per request. You will also be liable for any additional costs resulting from your failure to provide us with necessary information regarding the transfer or removal of the Stock.
Any removal or transfer of the Stock from a Bonded Warehouse to another location requested by you shall be subject you providing us with proof of a valid Warehousekeepers and Owners of Warehoused Goods Regulations Registration.
Should the Stock be lost or damaged at the Bonded Warehouse whilst covered by our insurance, prior to transfer to your own private Bonded Warehouse, we will pay the lower of a. the replacement value or b. the market value for the lost or damaged Stock, or c. offer a replacement of the Stock where possible.

11. STOCK TITLE & DOCUMENTATION

Title of Stock will pass to you after both of the following have taken place:
1. purchase of the Stock from the Supplier, and
2. receipt of payment in full to us or to the Escrow company.
The Bonded Warehouse will provide you with a receipt of Stock once received at the Bonded Warehouse and transferred to your Bonded Account.

12. Price & Tax

Unless otherwise stated all Stock is offered in bond in Pounds Sterling per cask and exclusive of Value Added Tax and any applicable import tax or duty. This means that the Stock is stored in a Bonded Warehouse approved by HM Revenue & Customs and have not yet had Value Added Tax, duties or other applicable taxes paid on them. Once the Stock leaves a Bonded Warehouse or is bottled, these taxes and duties will become payable.
Should you wish to remove your Stock from any Bonded Account, you will be liable for the payment of Value Added Tax and duties based on the purchase price. You acknowledge that you have taken steps to inform yourself of all necessary payments and taxes which may apply to your transactions, and you are aware that such payments are not under our control.
All Stock prices are determined in-house and subject to a commercial mark-up and purchase premium. This includes sourcing, transportation and delivery, based on availability, demand and global market average prices. We acknowledge the same wine, champagne or whisky may be available elsewhere at a lower or higher price (for wine and champagne, see winesearcher.com.).

13. SUBSEQUENT SALES

Subject to clause 10.4 and 13.2 below, you may at any time ask us to provide an estimate of the then current value of the Stock and appoint us to act as your agent to sell the Stock at or above our estimated sales price. We will be entitled to a brokerage fee equal to 10% of the difference between the price originally paid by you for the Stock and the sale price. This fee shall be deducted from the sale price before we accounts to you for the balance.
Should you wish to remove the Stock from our Bonded Account prior to the end of the Initial Term (five years of the Delivery Date):
1. You must give us at least three months’ written notice of your intention to remove the Stock from our Bonded Account, setting out at minimum the proposed date and method of removal;
2. All fees, costs or other payments due to us must be paid in full prior to the expiration of the three months’ notice period, or we shall be entitled to deduce any amounts outstanding from the sale price before we account to you for the balance; and
3. We will be entitled to a brokerage fee equal to 10% of the purchase price for the Stock (or part of the Stock being sold), deducted from the sale price before we account to you for the balance.
Liquid Opulence shall be entitled to require any buyer of your Stock to enter into an agreement for the storage and management of the sold Stock, and shall have the right to refuse the transfer to any buyer who fails to pass its identification and client onboarding process, or refuses to enter into such agreement.
Should you wish to transfer all or part of the Stock to a third party during the lifetime of this agreement, Liquid Opulence shall act as your agent in the sale in line with this clause 13.
This clause shall survive termination of the Contract.

14. LIEN

Should you fail to comply with your obligations under this Contract, Liquid Opulence may, without prejudice to any other rights and remedies available to us, give you notice in writing of the default and our intention to sell or otherwise dispose of some or all of the Stock in our possession if the amount outstanding is not paid in full within 14 days. If the amount due is not paid by the expiry of such period, we may sell or otherwise dispose all or some of the Stock at fair market value which remains in our Bonded Account acting as your agent and at your expense and risk, and we shall remit the proceeds of sale or disposal of such Stock to you after deduction of all amounts due to us from you and the expenses incurred by us for the sale or disposal of the Stock.
In the event of your failure to pay any sums arising out of or in connection with this agreement, Liquid Opulence reserves the right to retain lawful possession of the Stock, or any goods previously purchased by us on your behalf and which are still in our possession, under lien as security for payment of all sums owed to us, until the relevant debt is repaid. Any such fees or charges shall continue to accrue on any Stock detained under lien.
This clause shall survive termination of the Contract.

15. LIABILITY & WARRANTY

This clause 15 is subject to the rights granted to Consumer Customers by relevant legislation, including but not limited to rights granted by the Consumer Rights Act 2015. You are encouraged to seek more information on your rights and restrictions on such rights by visiting resources such as the Citizens Advice website www.citizensadvice.org.uk.
If you are a Business Customer, Liquid Opulence gives no warranty, make any representation or give any undertaking in relation to the condition of the Stock and you shall have the responsibility to prove that any Stock is faulty or misdescribed.
Liquid Opulence do not provide any advice as to the future value of the Stock and any decision made by you in relation to the Stock is at your sole discretion.
Liquid Opulence warrants that:
1. we will only utilise or recommend suitably qualified and reputable third parties to provide Bonded Warehouse facilities;
2. we will ensure the insurance described in these Conditions is provided by reputable insurers (and will provide details of our insurance brokers upon reasonable request);
3. we will perform the Service described in these Terms and Conditions with reasonable skill, care and diligence.
Liquid Opulence shall only be liable to a Consumer Customer for any losses, including loses arising out of our breach of the Contract, if the loss is not:
1. unexpected and not obvious at the time we accepted the Stock Reservation Form;
2. caused by a delay or event outside of our control, as long as we have taken reasonable steps to notify the Consumer Customer of the same;
3. avoidable by something which the Consumer Customer could have done or prevented; or
4. a business loss, being a loss in connection with a Consumer Customer’s trade, business, craft, or profession, when clause 15.6 below shall apply.
If you are a Business Customer:
1. Liquid Opulence shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
2. Liquid Opulence shall not be liable to you for any business losses, for example but not limited to, loss of profit, loss of business, business interruption or loss of business opportunity;
3. the total aggregate liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Stock paid by you.
Nothing in these Conditions shall limit or exclude our liability for:
1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
2. fraud or fraudulent misrepresentation;
3. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Except as set out in clause 16 below, we exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.
Liquid Opulence recommends that our Customers perform regular checks of their Stock through the online portal in order to ascertain the amount of liquid and the alcohol by volume present within each cask (process known as regauging). This is to ensure levels and evaporation rates are stable and closely monitored. The current recommendations are that:
1. Casks of five to ten years should be regauged every two years; and
2. Casks of over ten years should be regauged on a yearly basis.
  You acknowledge that regauging your Stock shall be your responsibility, and that we shall not be liable for your failure to regauge your Stock in line with our advice. You further acknowledge that the recommendations may change and Liquid Opulence may issue new recommendations to you, which you shall be responsible to consider.
In the absence of negligence or manifest error on our behalf, we shall not be liable for any natural leakage which may occur with regards to your Stock or for any damage caused to your Stock or its contents by the normal day to day operations at the Bonded Warehouse or bottling factories.
This clause shall survive termination of the Contract.

16. CONSUMER CUSTOMER RIGHTS

Consumer Customers have the legal right to change their mind regarding Goods purchased online and to receive a refund, including the delivery costs, subject to the conditions set out below:
1. Services which have been completed;
2. Products sealed for health protection or hygiene purposes, once they have been unsealed;
3. Goods made to the Customer’s specifications or personalised;
4. Goods which become mixed inseparably with other items after delivery to their control.
A Consumer Customer exercising their right under clause 16.1 above must notify us no later than 14 days after the delivery of the Goods or Stock. For the avoidance of doubt, this means our Bonded Warehouse or other initial delivery destination agreed by us in writing. Any services received before this cancellation, such as storage of the Goods, shall be paid for by the Consumer Customer accordingly. Any refund will be provided by us as soon as possible and by the same method used for payment.
A Consumer Customer exercising their rights under clause 16.1 shall be required to ensure the Goods are returned to us at your own cost within 14 days of exercising such right. Any damage to the Goods, including damage to packaging or improper storage of the Goods or the inability to prove that the Goods have been stored in conditions which would not damage their value, shall result in a reduction of any refund amount due to the Consumer Customer.
A Consumer Customer shall have certain rights by law and they are encouraged to seek more information on their rights and restrictions on such rights by visiting resources such as the Citizens Advice website www.citizensadvice.org.uk .

17. BUSINESS CONSUMER RIGHTS

Liquid Opulence warrants to our Business Customers that the Stock shall, on delivery,:
1. conform with its description;
2. be free from material defects in design, material and workmanship;
3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
4. be fit for any purpose held out by us.
Unless the exceptions at clause 17.3 below apply, Liquid Opulence shall have the option to replace defective Stock or refund the price of defective Stock in full, and this shall be a Business Customer’s only remedy for breach of warranty. This clause shall apply to any replacement Goods and shall only apply if:
1. the Business Customer has given us notice in writing within a reasonable time of discovery that the Stock do not comply with the above warranty;
2. we are given a reasonable opportunity of examining such Stock; and
3. the Business Customer returns such Stock to us at the Business Customer’s cost.
Liquid Opulence shall not be liable for the Stock’s failure to comply with the above warranty if:
1. the Business Customer makes further use of the Stock after notifying us of its non-compliance;
2. the Business Customer has failed to follow our oral or written instruction, or best practice as to the transportation, storage or handling of the Stock;
3. the Business Customer alters or tampers with the Stock without our written consent;
4. the defect arises because of fair wear and tear, wilful damage, negligence or abnormal storage or transportation or handling conditions.
Except as provided by this clause 17 and clause 16 above, Liquid Opulence shall have no liability to a Business Customer in respect of the Goods’ failure to comply with the warranty set out in clause 17.1 above.

18. BAILMENT

By entering into this Contract, you agree that the Stock will be held by us on your behalf in bailment. This means that you give Liquid Opulence physical control of the Stock but you retain title to the Stock at all times, and have the right to request the Stock is moved/returned to your possession, or disposed of in accordance with your instruction.
The Stock shall be held by Liquid Opulence in our Bonded Account, in a Bonded Warehouse and you agree that we shall act as your agent in dealing with the Stock (and storing the Stock in bailment on your behalf shall be referred to as the ‘Services’).
The initial term for the Services shall be until the transfer of the Stock to your private Bonded Account per your instructions, or alternatively if agreed in writing with us, for the Initial Term, subject to clause 5 (Term and Renewal).
Liquid Opulence shall, during the term of this Contract:
1. provide the Services with reasonable care and skill;
2. ensure that the Stock is kept at all times in a Bonded Warehouse unless being transported per your instructions;
3. do nothing to prejudice your title or rights to the Stock;
4. subject to clause 6.4 above (which allows us to mix the Stock with identical stock belonging to us or to third parties), deal with and dispose of the Stock only on your instruction.
You shall, as applicable:
1. ensure that the Stock is adequately insured as required by us or a Bonded Warehouse;
2. pay the cost of any storage at the Bonded Warehouse promptly;
3. co-operate with any reasonable request for information to allow us to provide the Services;
You agree to provide Liquid Opulence with reasonable notice should you wish to remove the Stock from our custody and understand that by removing the Stock from our custody before the term of this Contract you will be liable for:
1. Value Added Tax, import duties and additional fees associated with removing the Stock from a Bonded Warehouse; and
2. storage fees, transport and handling fees and any fees due from you under clause 10 above.
Liquid Opulence may use such method for storage or handling the Stock as, in our absolute discretion and subject to this clause, we consider appropriate. Should Liquid Opulence be required to move the Stock from one Bonded Warehouse to another, we shall ensure that the conditions of the destination Bonded Warehouse shall be acceptable considering the nature and requirements of the Stock.
You shall indemnify Liquid Opulence against:
1. any claim made against us for your failure to comply with any statutory or HM Revenue & Customs requirements, including administrative requirements, concerning the payment of tax, custom or duties in respect of the Stock;
2. any fees due from you under this Contract.
This clause shall survive termination of the Contract.

19. TERMINATION

Without limiting our other rights or remedies, Liquid Opulence may terminate this Contract with immediate effect by giving you written notice if, as applicable,:
1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of your being notified in writing to do so;
2. you take any step or action in connection with entering insolvency, administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
4. your financial position deteriorates so far as to reasonably justify the opinion you’re your ability to give effect to the terms of the Contract is in jeopardy.
Without limiting our other rights or remedies, Liquid Opulence may suspend provision of the Stock or Services under the Contract or any other contract between us if you become subject to any of the events listed in clause 19.1(b) to 19.1(d), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

20. CHANGE OF CONTROL

If you are a Business Customer, you must notify us in writing immediately upon the occurrence of a change of control in your business. Liquid Opulence may terminate this Contract with immediate effect by giving you written notice in the event of such a change of control in your business.

21. SEVERANCE

If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

22. ASSIGNMENT, TRANSFER AND OTHER DEALINGS

We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without the prior written consent of Liquid Opulence.

23. WAIVER

A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

24. THIRD PARTY RIGHTS

A person who is not a party to the Contract shall not have any rights under or in connection with it.

25. VARIATION

Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Liquid Opulence.

26. GOVERNING LAW & JURISDICTION

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

These Terms and Conditions form our Terms of Business with specific reference to the purchase of goods, stock or services. Additional Terms and Conditions apply to the sale or resale of wine, champagne or whisky for or on behalf of a client or third party, which are available on request.Liquid Opulence Limited is a UK registered company, with commercial offices: 320 City Road, 2nd Floor, Angel, London, EC1V 2NZ

These terms were last amended on 13 January 2025.