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Last Updated: 20th August 2007 This website is owned and operated by Premium Liquid Assets Pte Ltd. Visitors are deemed to have read and understood our terms and conditions before using our website or making a purchase of our Goods (as defined below). 1. Definitions In these Conditions, unless the context requires otherwise: 1.1 "Company" means Premium Liquid Assets Pte Ltd (Company Registration Number: 200514360Z), a company incorporated under the laws of Singapore. 1.2 "Conditions" means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms of and conditions to a Contract agreed in writing between the Customer and the Company. 1.3 "Contract" means any contract for the sale and purchase of the Goods made between the Company and the Customer, being any written quotation (whether contained in the Company's purchase order form or otherwise) of the Company which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Company. 1.4 "Customer" means any person, firm, company, corporation or body whose order for the Goods is accepted by the Company, and references to "Customer" includes their respective successors-in-title. 1.5 "En Primeur" wines means the first offer of wines for sale by the Company to the Customer pursuant to these Conditions, including pre-bottled wines. 1.6 "Goods" means the articles which the Company is to supply to the Customer in accordance with the terms of the Contract, including En Primeur wines. 1.7 Words importing a gender shall include every gender and words importing the singular shall include the plural and vice versa. 1.8 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.9 The headings in these Conditions are for convenience only and shall not affect their interpretation. 2. Conditions Applicable To The Contract 2.1 These Conditions shall be incorporated into each Contract and shall govern each Contract to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document. 2.2 The Company reserves the right, by notice to the Customer, to add, amend or vary these Conditions by written notification to the Customer. 3. Private Client Account & Membership 3.1 The Customer may register with the Company for an online account for use of the Company's online services including access to information relating to the Customer's orders and market reports. 3.2 The Customer will need to designate a username email and a password to access the Customer's online account. The Customer must ensure that its username and password shall remain confidential at all times and shall be solely and entirely responsible for all transactions made, processed or effected online which are referable to its username and password, and the Company shall not be liable for any loss, damage or expense suffered by the Customer arising from any such unauthorised use. The Customer must notify the Company immediately if there is any unauthorized use of its username and password. Each username and password is to be used by a single user and is not transferable. The Company may suspend or terminate access by the Customer if it suspects unauthorized or improper use of its account. 4. Intellectual Property All contents on the Company's website and brochures (including without limitation these Conditions and the pictures, designs, logos and text) are owned by or licensed to the Company. The contents are protected by copyright and other laws and the contents cannot be used or copied by anyone other than by the Company. 5. Placing Of Orders 5.1 The Customer may place its order for the Goods in the following manner: 5.1.1 by electronic mail, short messaging service (SMS), telephone or post, such order to be confirmed by the Company with the Customer through telephone. An order form, which will set out the information relating to the Customer's order including the quantity and description of the Goods and the mutually agreed date for delivery of the Goods, will then be forwarded by the Company to the Customer for its signature; or 5.1.2 by completing and signing an order form as described above at the Company's wine tasting sessions. The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order set out in the order form signed and submitted by the Customer, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms. 5.2 A legally binding contract will be formed when the Company accepts the order form duly signed and submitted by the Customer, as evidenced by the Company's issuance of the invoice to the Customer for the Goods ordered. 5.3 No addition to an order may be made by the Customer after acceptance by the Company of the order to which the addition relates. Any purported addition shall be treated as a separate order at the time it is made and priced accordingly. 6. Prices and Sales Tax 6.1 Unless otherwise agreed by the Company in writing, the price payable for the Goods shall be the Company's list price as at the date of issuance of the Company's invoice to the Customer in respect of the Goods, which price shall unless otherwise agreed in writing be exclusive of goods and services tax or other similar taxes, packaging, carriage, insurance and storage costs and any other government taxes or duties which, if applicable, shall be borne by the Customer. 6.2 All prices for the Goods are given in Singapore dollars. Unless otherwise agreed in writing, the Customer shall make payment in Singapore dollars without set-off or counterclaim and free and clear of all taxes, deduction, withholdings and other charges. Any payment made in a currency other than Singapore dollars shall be based on such foreign exchange rate as the Company may in its discretion determine, which determination shall be conclusive and binding on the Customer save in the case of manifest error. 6.3 Price Changes and Availability of Goods. All prices listed in the price list or in any other document or information issued by the Company in respect of the Goods offered to the Customer are subject to change without notice. The Company shall not be responsible for typographical, clerical or other error or omission in the price list or any other document or information issued by the Company and reserves the right to correct any such error or omission in pricing without any liability on the part of the Company by notification to the Customer. 6.4 Availability of Goods indicated by the Company by electronic mail or telephone is not guaranteed but shall be subject to the amount of stock purchased by the Company or such lesser amount as the Company may in its absolute discretion determine. The Company reserves the right to set minimum and maximum purchase quantities of the Goods. 7. Storage and Insurance 7.1 Except as otherwise provided in the invoice, and unless otherwise agreed in writing between the Customer and the Company, where the Goods purchased are for investment purposes ("Investment") the Customer is hereby deemed to have appointed the Company as the manager of the Investment. 7.2 Where the Investment is to be stored in France, the Company will arrange for delivery and storage of the Investment in a temperature and humidity controlled bonded warehouse designated by the Company and the Company will maintain insurance on the Investment free of charge for the initial period of three (3) years upon the delivery of the Investment to the designated warehouse. The current designated warehouse in France is Rue Gaston Chevrolet BP 49, 21202 Beaune Cedex, a warehouse owned by JF Hillebrand. Following the expiry of such three-year period, the Customer shall pay in advance on an annual basis an administrative fee at the Company's prevailing rate. If the Customer fails to pay to the Company such administrative fee billed, the Company shall be entitled to liquidate, sell, resell, dispose or otherwise transfer at its discretion such part of the Investment as would be sufficient to pay for such fees and any other additional costs, including but not limited to interest and sales fees, which were incurred as a result. The balance of the proceeds from the sale of such Investment, if any, will be refunded (without interest) to the Customer. For the avoidance of doubt, the Investment will be insured for a value reflected in the annual statement of accounts to be provided by the Company to the Customer. Where the Investment has been delivered to a designated warehouse and the Customer subsequently requires it to be transferred elsewhere, the Customer may request the Company to arrange for such delivery on its behalf at a fee chargeable by the Company at its prevailing rate, or it may arrange for such delivery itself, in which case it shall be solely responsible and liable for all costs taxes and expenses incurred relating to such transfer, including without limitation tax, import and export duties, handling and shipping cost. 7.3 The Customer may elect to have the Investment transferred to Singapore or Hong Kong immediately, whereby the Company will arrange for storage of such wines in 14 Chin Bee Road, Singapore 619824, a warehouse owned by Wine Bond Pte td(Singapore) or 18 Deep Water Bay Drive, Shouson Hill, Hong Kong Island, Hong Kong a warehouse own by Crown Wine Cellars Limited (Hong Kong). The Customer shall bear all costs taxes and expenses incurred relating to such transfer, including without limitation tax, import and export duties, handling and shipping cost. For the avoidance of doubt, the Company will not be responsible for the storage and insurance costs in respect of such Investment, which shall be borne by the Customer. 7.4 The Customer may apply in writing at any time with instructions for the Investment to be removed from the Company's management and transferred to another storage facility, manager, auction house or for delivery to the Customer. The Customer shall bear all costs taxes and expenses incurred relating to such transfer, including without limitation tax, import and export duties, handling and shipping cost. 7.5 The Customer may apply in writing at any time with instructions for the ownership of the Investment to be transferred in full and not in part to a third party. The Company shall charge a transfer fee at its prevailing rate for such transfer. The Company shall not be bound to effect such transfer unless it has received (i) a written confirmation (in terms acceptable to the Company) from such third party of its agreement to be bound by these Conditions and (ii) payment of the transfer fee in full. 7.6 The Customer may elect to sell the Investment at any time and may appoint its own sales agent or attorney for this purpose. Transfer of the Investment would be in accordance with paragraph 7.5 above. 7.7 The Customer may elect to appoint the Company to sell the Investment on its behalf. The Company shall endeavour to sell the Investment to a third party at the current value as determined by the Company on a best effort basis within a reasonable time frame. Without affecting the generality of the foregoing and for the avoidance of doubt, any representation made by the Company's employees or agents on the time frame within which the Investment may be sold to a third party shall not be binding on the Company. Upon a successful sale, the Company will charge a sales charge at its prevailing rate based on the resale price of the Investment, which will be deducted from the proceeds of the sale before settlement with the Customer. All resale of Goods pursuant to this paragraph 7.7 shall be transacted in Singapore dollars. For the purposes of this paragraph 7.7, "current value" means the fair market value as determined by the Company in Singapore dollars based where applicable on such foreign exchange rate as may be determined by the Company, which determination shall be conclusive and binding on the Customer save in the case of manifest error. 8. Collection of Goods 8.1 The Customer may collect the Goods from the designated warehouse at its own cost at any time after the Company has notified the Customer that the Goods are ready for collection. 8.2 There shall be no refund of any unutilised portion of storage, insurance or such other cost and expenses provided to the Customer in accordance with the terms hereunder in the event the Customer collects the Goods from the designated warehouse before the storage period expires. 9. Goods Delivery 9.1 Any delivery date specified by the Company for delivery of the Goods is only approximate, and the Company shall not be liable for any losses, costs and expenses suffered by the Customer due to any delay in the delivery of the products. Time for delivery shall not be an essence of the contract unless agreed to by the Company in writing. The Company may, upon giving reasonable prior notice to the Customer, deliver the Goods in advance of the delivery date specified. 9.2 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery, otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of the Company's fault, then, without prejudice to any other right or remedy available to the Company, the Company may: 9.2.1 store the Goods at the Customer's costs including without limitation storage and insurance costs until collection of the Goods by the Customer; or 9.2.1 sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses in connection with the sale of such Goods, refund to the Customer without interest any amount of the sale price in excess of the price under the Contract or charge the Customer for any shortfall below the price under the Contract. 9.3 If, for any reason the Company is unable to deliver the Goods (due to, including without limitation, failure of delivery by the Company's supplier), the Customer shall have the option to cancel the orders, in which event the purchase price paid by the Customer (including the deposit) shall be refunded in full by the Company. And the Customer hereby irrevocably agrees not to make any further claims or demands against the Company for any losses, damages, costs and expenses in relation to such non-delivery of the Goods. 10. Risk, Property and Warranty 10.1 Risk of damage to or loss of the Goods shall pass to the Customer: 10.1.1 in the case of Goods to be delivered at a designated warehouse, at the time when the Company notifies the Customer that the Goods are so delivered; or 10.1.2 in the case of Goods to be delivered otherwise than at a designated warehouse, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods. 10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in and legal title to the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of all amounts then due and owing from theThe Company shall not be liable to the Customer for any loss, expense or damage of any kind (including damages for loss of profit or loss of use) and whether arising from negligence or otherwise resulting from the supply, purported supply, failure to supply or from the Customer's use, possession or resale of the Goods, save in respect of death or personal injury caused by the Company's negligence. Customer to the Company (including any interest payable under paragraph 12.2.1). 10.3 The Company shall not in any circumstances be liable for any direct, indirect, consequential or special loss or damage arising from wastage, spoilage or deterioration of the Goods, the loss of market for the Goods, the depreciation in value of the Goods or for any loss or damage arising from or attributable to the Company including the wilful or negligent act or omission of the Company. The Company shall not in any circumstances be liable or obliged to repurchase the Goods. 10.4 The Company's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. 10.5 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company shall be relied upon by the Customer entirely at its own risk, and accordingly the Company shall not be responsible or liable in any manner whatsoever for any such advice or recommendation which is not so confirmed in writing. 10.6 Save as expressly provided in these Conditions, all other warranties, representations or conditions (statutory or otherwise) as to quality, condition, description or fitness for purpose are hereby expressly excluded. 10.7 The Company shall not be liable to the Customer for any loss, expense or damage of any kind (including damages for loss of profit or loss of use) and whether arising from negligence or otherwise resulting from the supply, purported supply, failure to supply or from the Customer's use, possession or resale of the Goods, save in respect of death or personal injury caused by the Company's negligence. 11. Valuation Disclaimer 11.1 The Customer accepts all risks arising from investment in the Goods including En Primeur wines, including but not limited to any loss suffered as a result of entering into any investment, trading or other transaction in relation to the Goods. Valuations of Goods provided by the Company are indicative only and represent either current available market prices or the Company's reasonable approximations thereof. These valuations are provided without adjustments for transaction costs, credit considerations or other significant factors, which may materially affect the actual value of the Goods. 11.2 Valuations of Goods provided by the Company will be based on sources which the Company believes to be reliable. However, the Company makes no representation or warranty as to the accuracy or completeness of such valuations or as to their appropriateness for the Customer's investment purposes. The valuation provided by the Company is of a general nature and should not be taken as a source of facts or figures. The Customer should make its own assessment and rely on its own judgment regarding any investment and shall not in any way rely on the Company. Valuations are also subject to change without notice. 11.3 The Company and its employees do not represent, warrant, or guarantee that any valuation provided by the Company is accurate or complete and that the Company shall not be responsible or liable to the Customer for losses or damages (whether consequential, incidental or otherwise) arising out of errors, omissions or changes in market factors, conditions or circumstances affecting the valuation provided by the Company. 11.4 The Company is not obliged to provide any valuation and the provision of such valuation would be entirely at the Company's discretion. Any such valuation if provided would be on a complimentary basis and intended solely for the Customer's personal reference and without responsibility on the part of the Company and on the basis that the Customer would nevertheless make its own assessment and rely on its own judgment. 11.5 Any forecasts, projections or forward looking statements made whether by the Company, its employees or agents or any other party on its behalf whether in the Company's website, brochures, sales literature or in any other interviews given by the Company or otherwise are not necessarily indicative of future or likely performance, future events or future financial performance of the products or markets and the Company shall not be responsible for or have any liability to the Customer for losses or damages (whether consequential, incidental or otherwise) arising from the Customer's reliance on such forecasts, projections or forward looking statements. 12. Payments 12.1 All Goods, including En Primeur wines, are to be paid for within 3 days from the date of placing of orders, in accordance with paragraph 5 above, unless otherwise agreed by the Company in writing. 12.2 Until full payment of the invoiced amount has been received by the Company, the Company reserves the right to: 12.2.1 charge interest rate on any outstanding amounts due at the rate of 2% per annum above the prevailing prime rate of HSBC Singapore from time to time, from the date on which payment was due until the actual date of payment (a part of a month being treated as a full month for the purpose of calculating interest); 12.2.2 cancel any unfulfilled orders; and 12.2.3 suspend any further delivery of the Goods. 12.3 The Customer hereby irrevocably indemnifies the Company for all costs and expenses incurred by the Company (including legal fees on a full indemnity basis) incurred by the Company in protecting or enforcing any of its rights hereunder. 13. Cancellation No cancellation of any order of Goods will be accepted once payment has been made. Cancellation of an order will only be effective if received in writing from the Customer and accepted in writing by the Company. Any cancellation agreed by the Company shall be on the condition that the Customer shall indemnify the Company in full against all costs, expenses and losses (including loss of profit) incurred by the Company by reason of such cancellation, and any deposit paid by the Customer in respect of any such cancelled order shall forthwith be forfeited by the Company and shall not be refundable in any circumstances. 14. Return Policy In relation to Goods ordered for consumption only no claims for breakages or shortages will be accepted by the Company unless the carriers are informed at the time of delivery or the Company receives written notification of such breakages or shortages within two (2) working days of delivery. 15. Force Majeure The Company shall not be liable to the Customer or any other party or be deemed to be in breach of the Contract by reason of any delay or non-performance of its obligations hereunder arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion or industrial dispute of a third party, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lick-out sit-in, industrial or trade dispute, adverse weather, disease, accident to (or breakdown of) plant or machinery, shortage of any material, labor, transport, electricity or other supply, or regulatory intervention. 16. Insolvency The Company reserves the right and without being liable to the Customer for any loss, damages or expenses to, forthwith on notice to the Customer, terminate any Contract and suspend all further orders until the Company is satisfied otherwise if the Customer, being a corporation, makes any voluntary arrangement with its creditors or becomes subject to an administrative order or goes into liquidation whether voluntary or compulsory (other than for the purposes of reconstruction or amalgamation) or an encumbrancer takes possession of or a receiver is appointed in respect of any of its assets or, if the Customer, being an individual offers, or being a partnership any of its partners offers, to make any arrangements or composition with or for the benefit of its creditors or any of them commits any act of bankruptcy. Any termination of the Contract in such circumstances shall be without compensation to the Customer but without prejudice to any rights the Company may have against the Customer. 17. Prohibited Acts The Company, in accordance with the Customs (Liquor Licensing) Regulation 35(3), will not accept orders from anyone below the age of 18 years. 18. Contracts (Rights of Third Parties) Act A person who is not a party of the Contract between the Company and the Customer shall not have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term in the contract. 19. General Provisions 19.1 Where two or more persons are included in the term as "Customer" all covenants, agreements, terms, conditions and restrictions shall be binding on and applicable to them jointly and each of them severally, and shall also be binding on and applicable to their personal representatives and permitted assigns respectively jointly and severally. 19.2 Any notices or any communication to be made under or in connection with the Contract shall be made in writing and, unless otherwise stated, shall be made by fax, letter, telex or electronic mail. 19.3 Failure by the Company to exercise any of its rights under these Conditions shall not be a waiver or forfeiture of such rights. No express or implied waiver by the Company shall be construed as a continuing waiver nor shall it prevent the Company from acting upon that or any subsequent breach or from enforcing any term or condition of the Contract. 19.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. 19.5 The Customer shall not be entitled to assign its rights or transfer its obligations under the Contract, in whole or in part, without the prior written consent of the Company. 19.6 The expiration or termination of the Contract, howsoever arising, shall be without prejudice to any provisions of the Contract (including these Conditions) which are to have effect after the date of such expiration or termination. 19.7 These conditions of sale and services shall be governed by and construed in all respects in accordance with the Laws of Singapore and the Company and the Customer irrevocably submit to the exclusive jurisdiction of the Singapore Courts.