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Welcome to the Terms & Conditions
The following terms and conditions ("Terms") apply to your membership of the Enterprise Spirit Scheme (the "Scheme"). Please read these Terms carefully before you submit your membership Participation Application Form to us.
The Scheme is operated by The Three Stills Company Limited, a company registered in Scotland. Our company registration number is SC445020 and our registered office is at The Borders Distillery, Commercial Road, Hawick, United Kingdom, TD9 7AQ. Contact details are included in the footer below.
1. Eligibility for Membership
Participation in the Scheme is for independent wine and spirit retailers only.
This scheme is limited to retailers in the United Kingdom and Northern Ireland.
Participation in the scheme is personal to each specific participant and is non transferable or assignable to other parties.
You can sign up to the Scheme by completing and returning a Participation Application Form. Your participation shall take effect upon our acceptance of that Application Form (which shall be at our sole discretion).
We reserve the right at your absolute discretion to refuse, merge or terminate a membership at any time.
2. Our responsibilities
On signing up to the scheme, we will fill a cask of the type selected on the date specified by you with liquid produced entirely at The Borders Distillery®. A certificate of reservation will be produced with your name, your selected cask, the date specified and a unique cask reference. If your selected cask type cannot be supplied, we will contact you in advance of the filling date to agree with you an alternative cask type.
We will retain ownership of the cask in warehouses under our control for the in-cask maturation of the product.
We shall insure the Product on the same terms and on the same basis as other like products and stock.
You acknowledge and agree that only once (i) we have deemed that you have accumulated the required 1,000 points in accordance with the terms of the Scheme; (ii) the relevant in-cask maturation period has ended; (iii) all duty and VAT liabilities at the time are settled by you in full at the point of leaving bond; (iv) we have released our own house “The Borders Distillery Single Malt Whisky” (in whatever branding may ensue); and (v) you have complied with all other obligations and terms of the Scheme, will you obtain any rights to the contents of the cask when it has been bottled. Until that point all rights, title and risk in the cask itself shall remain ours.
Points are accrued at a rate of 10 per case of 6 x 70cl of Lower East Side Blended Scotch Malt, William Kerr’s Gin and Puffing Billy Steam Vodka. Clan Fraser Reserve Blended Scotch generates 10 points per case of 12 x 70cl.
We retain the right to amend how points are earned at any time (e.g. if we decide to add a new product or remove a product or alter the number of points earned from one product or another).
A qualifying proof of purchase comprises you sending a photo or scanned invoice from your supplier to firstname.lastname@example.org.
In the event of your supplier not receiving payment for goods or where a refund is issued by your supplier in accordance with any returns or cancellation policy you have, any points earned for non-paid goods or the refunded purchase will be deducted from the member’s account.
Once your application form has been received and accepted you will receive password protected access to your own page on the Enterprise Spirit section of our website. On logging on to your account page on our website portal you will be able to keep track of your accrued points, offers and any news items.
The points that are earned by a participant shall have no monetary value and cannot be exchanged.
The Scheme and points are issued by us and remain our property and we reserve the right, at any time, to discontinue, terminate, amend or alter the Scheme and any aspect of its operation.
In the event of complete or substantial damage loss or damage to the cask, we will offer you a replacement of the nearest available cask defined by type and filling date. For the avoidance of doubt, only once we have deemed that you have accumulated the required 1,000 points in accordance with the terms of the Scheme, will you obtain ownership rights to the contents of the cask.
You acknowledge that your reserved cask of Single Malt Scotch distilled at The Borders Distillery must remain in warehouses under our control for its entire maturation and that its contents must be bottled in accordance with these terms. The cask may not be bottled until after our own release of “The Borders Distillery Single Malt Whisky”. No ownership rights shall pass until this release even if all other conditions to the member obtaining rights to the contents of the cask have been met. The release of our own house Border Distillery Single Malt Scotch Whisky (in whatever branding may ensue) is a condition to obtaining ownership.
Subject to the provision of clause 2.13 above and subject to Scotch Whisky Regulations (2009) we will upon your instruction use the contents of the cask to fill bottles and for this purpose we will use proprietary dry goods and materials that are available at the time of bottling. We will endeavour to accommodate any reasonable and legally compliant requests which you may make in respect of the customisation of the bottle, packaging, secondary packaging and labelling. However, we will have sole discretion over which dry goods and materials are used for bottling. Any related additional costs will be at your expense. In the absence of any prior written agreement entered into with you which provides otherwise, we will (as between us) own any intellectual property rights in any such customisation and the production thereof. You acknowledge and agree that where we do so agree to accommodate requests for such customisation that we will be entitled to charge you for the same following prior written agreement.
As a participant you can opt to wait longer than 5 years before bottling the whisky. A £20 warehousing charge will apply and we reserve the right to amend this charge from time to time and charge further appropriate costs as may become appropriate. For clarity, we have the sole discretion on whether to permit longer maturation as may be requested.
From time to time, we may offer additional participant benefits which we will notify you of from time to time. We may vary these benefits from time to time at our discretion and are under no obligation to provide you with any such benefits.
After bottling you will be liable for UK excise duty and UK VAT at the prevailing rates unless you can arrange for shipping to an approved bonded warehouse within or outwith the UK. You must settle all duty and VAT amounts and arrange for shipment of your bottles within one month of completion of the bottling operation.
For the avoidance of doubt none of our intellectual property rights are transferred or licenced as a result of these Terms and we shall retain all intellectual property rights in all of our products, proprietary tools and technologies, brands and goods. You are not entitled to use or modify any intellectual property rights (including any trademarks, trade names or logos) which belong to us or our licensors for any purpose or to refer to us in any of your publications or advertising materials without out prior written consent.
We reserve the right to cancel or amend these Terms at any time for any legal, regulatory, business or policy reasons. Where possible, we will provide you with notice of any changes to these Terms.
The Scheme is a standalone promotional scheme and does not amend any terms and conditions of trading as between us and any of our customers - including your supplier - which will continue to apply.
3. Your rights and responsibilities
You acknowledge that as a natural part of ageing whisky there will be a loss of both alcohol and volume whilst the Product matures in your reserved cask and whilst this may fluctuate we anticipate that this may amount to a loss of up to 2% per annum.
You warrant and represent to us that you have complied, are complying and will comply with prevailing HMRC regulations applicable to all agreements of this nature, including that you are a UK based Revenue Trader, and in the event that you eventually seek transfer of cased stock under bond to your bonded storage facilities, that you are registered as an Owner of Warehoused Goods in the UK and can present your ‘WOWGR’ number.
You acknowledge and agree that it is your responsibility to familiarise yourself with and thereafter comply with the requirements of HMRC as regards to the purchase of Product from us.
You acknowledge and agree that the ‘approximate filling levels’ contained in the letter are a guideline only, that each cask will have a slightly different capacity and that we cannot guarantee any minimum level of fillings.
Nothing in these Terms or otherwise grants you rights in or a license to any of our Brands or any of our intellectual property rights.
You warrant and undertake to us that any requests you make or materials (including logos/labelling) that you may provide to us to customise the bottle, packaging, secondary packaging and labelling will not breach any third party’s intellectual property rights.
If we have any reason to believe that you are not complying with these Terms, we reserve the right to cancel your membership of the Scheme with no liability to us.
4. Title and risk
Risk in the bottled product shall pass to you at the point of collection by you or your nominated representative or carrier from u
Nothing in these Terms shall exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or any other liability which may not be excluded by applicable law.
Subject to Clause 5.1. above as save as otherwise provided in these Terms, we shall not be liable for:
Loss of profits
Loss of business
Depletion of goodwill or similar losses
Loss of anticipated savings
Loss of use
Loss or corruption of data or information
Any form of indirect, special or consequential loss whatsoever or howsoever caused.
Any notice to be made under or regarding the Scheme shall be made in English in writing by email and/or by letter to the address of the relevant party as set out in the introductory letter or in the case of letters to you to the last known address which have on record for you.
We shall not be liable for any delay in performing our obligations under these Terms where such delay is caused by circumstances beyond our reasonable control. Any timescales we provide in these Terms or in any correspondence with you for carrying out any of our obligations under these Terms are approximates only, and time shall not be of the essence in respect of such obligations.
You may not assign, sub-contract or otherwise transfer any rights or obligations under these Terms without our prior consent. We may assign, sub-contract or otherwise transfer any of our rights or obligations under these Terms without your prior consent.
These Terms do not create a partnership or joint venture between the parties, nor authorise either party to act as an agent for the other.
If any provision (or part thereof) of these Terms should be found to be invalid, unlawful, or unenforceable by a court having proper authority, or if the law changes so that it becomes invalid, unlawful, or unenforceable to any extent, then this Clause will apply and the provision (or part affected) will be treated as having been deleted from the remaining Terms which will remain in full force and effect.
We will not be treated as having:
waived a right or remedy arising under the Terms or other in law; and/or
elected to abandon a right or remedy arising under the Terms or otherwise in law, except if and to the extent that it has been expressly documented such waiver or election (and any resultant affirmation) in writing signed and delivered by us.
These Terms constitute the entire agreement between you and us in relation to the Scheme and supersedes any prior arrangement, understanding or agreement between us in relation thereto and sets forth the full extent of our obligations and liabilities under the Scheme.
To the fullest extent permitted by applicable law, we hereby exclude any conditions, warranties or other terms, express or implied, including as to quality, fitness for particular purpose or any other kind whatsoever, as being binding on us except as specifically stated in these Terms and a condition, warranty or other term concerning the Scheme, the Product or any services which might otherwise by implied into or incorporated within the these Terms, whether by statute, common law or otherwise, is expressly excluded.
You acknowledge that by signing up to the Scheme, you have not relied on any statement, representation, warranty, undertaking or other assurance given or made by any person other than as expressly set out or referred to in these Terms. You hereby waive all rights and remedies howsoever arising, which, but for this clause, might otherwise be available to it in respect of representation, warranty, undertaking or other assurance.
Nothing in these Terms is intended to or will be construed as limiting or excluding any liability for fraud or fraudulent misrepresentation.
7. Enterprise Spirit Scheme – Governing Law and Jurisdiction
These Terms (and any disputes or claims in connection with these Terms) are governed by the laws of Scotland and the parties agree that the Scottish courts will have exclusive authority to settle any dispute arising out of or in connection with these Terms (and any non-Agreement disputes or claims).
8. Data Protection
The Borders Distillery / Enterprise Spirit Scheme 2020 / Terms & Conditions / August 2020
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