Premier Whisky Limited, hereinafter referred as (“PWL”) a Hong Kong incorporated company, hereby expresses its Terms and Conditions (“T&C”), under the laws of the Special Administration Region of Hong Kong.
Orders placed by a Buyer are offers to purchase goods under the terms and conditions set out herein. Orders are only confirmed once payment is received in full
In these Terms and Conditions, the following words and phrases shall have the following meanings.
“Agreement” or “Terms of Agreement” means these Terms and Conditions, which together make up the whole conditions of any Order.
“Consideration” means money paid under an Order.
“Buyer” means the natural person or company that executes an Order, by signature and Consideration, thereby satisfying Contractual status, under Cap 623 of the Hong Kong law.
“PWL” means Premier Whisky Limited, a company registered in Hong Kong.
“Order” means an Order placed and consideration paid by a Buyer, and may not be withdrawn, cancelled or altered, once consideration has been paid, and in compliance with these Terms and Conditions and conferred by an Order.
“Service” means the brokering and or production of whisky projects, Off Plan projects, and other alcoholic beverages governed by these Terms and Conditions;
“No third party claims” means under no circumstance may any Order permit third party rights or claims against PWL, its officer’s, staff, affiliates or successors, now or at any time in the future, in compliance with Cap. 623 of the Hong Kong law, in respect of the Doctrine of Privity.
“Express Terms” means the Terms of Agreement remain the subject of any Order.
“Law” means the laws of the Hong Kong Special Administration Region, under which the Express Terms shall form the substantive ambit, under the Law.
“Terms and Conditions” means, in whole, an Agreement or Terms of Agreement, as conferred by an Order and executed by both a Buyer as PWL.
“Product” means any type of whisky which may be acquired for sale by PWL to a Buyer, whether in bottled form, barrels, or Off Plan produce.
“Force Majeure” means conditions which shall in no event make PWL responsible or liable for any failure in their obligations hereunder, arising or caused by acts of war, nuclear or natural catastrophes, acts of god, industrial strikes, politically imposed restrictions, diseases, famine, loss or malfunction of utilities, or any natural disasters or pandemics. That being said and understood, PWL shall make all reasonable efforts in the performance of its duties and obligations under any Agreement.
Subject to these Terms of Agreement, an Order, as set out in PWL’s documentation, cannot be varied, unless expressly accepted by PWL, in writing.
Without limitation to the rights of the Buyer and PWL, all Orders, upon execution of an Agreement, shall confer no rights of refund from PWL, its officers, staff or affiliates.
All Agreements and Orders remain binding to the Buyer and PWL, with the exception of conditions arising due to Force Majeure.
All consideration paid under an Order shall be made in the currency that is specified in an Order, without any deduction whatsoever.
PWL provides the brokering, manufacturing of Whisky products and Off Plan projects, where to the extent permitted by law, PWL shall remain without liability for rebating a Buyer once full consideration has been paid to PWL and or its associated partner(s) who are subject to an Agreement or Order, without any warranties, representations, or liabilities, of any kind, whether express, implied or in a statute, unless otherwise set out in an Order Agreement.
A Buyer covenants and warrants that they have not relied upon any representations, warranties or conditions offered or made by or on behalf of PWL, except to the extent expressly set out in an Agreement or Order form.
To the extent permitted by law, PWL expressly limits its liabilities to zero financial claims in respect of any Order. No Order by any Buyer may render liability for the failure of contractual obligations against PWL.
PWL reserves the right to make any changes to its Terms and Conditions of an Order, subject to its statutory or regulatory obligations.
A Buyer agrees to indemnify and hold harmless PWL, and its officers, directors, shareholders, employees, consultants, agents, and successors, from and against all losses, damages, expenses and costs (including solicitor or Buyer costs on a full indemnity basis) and losses, damages, expenses and costs arising from any claim, demand, suit, action or proceedings by any person or Buyer, against any of those indemnified concerning the Buyers failure to comply with these Terms and Conditions, or an Order.
If a buyer fails to satisfy the Terms and Conditions of an Order, the Buyer shall pay an Interest to PWL at the rate of 10% per month of the Consideration sum, until the Buyer’s obligations have been satisfied.
Resale of product
PWL shall not be liable under an Order for the resale of any product. No obligation for resale shall be conferred upon PWL by an Order, whether suggested or verbally discussed. Any such resale agreement shall be by a separate agreement, in writing, between the Buyer and PWL, and subject to uplifted commissions, as agreed in writing.
Pricing and Payment
A must Buyer must pay for the Product in accordance with the terms set out in a Sales Agreement or if there is no sales Agreement then these Terms and Conditions shall apply to any Order, including payment for Goods in Transit insurance, from the date of the movement of the product(s), until the time of delivery to the designated place of delivery.
Shipping will be made by way of the carrier that PWL elect, where the Buyer will be required to pay any duties or taxes which attach to the supply and delivery of the Product, including but not limited to custom duties.
The Buyer shall remain solely responsible for obtaining customs clearance for the import of the Products.
The Buyer acknowledges and agrees that Port surcharges and other incidental charges which are not included in the freight rate must be paid by the Buyer promptly, upon request by PWL.
PWL shall endeavour to comply with the shipping instructions which have been given by the Buyer as instructed in an order for the Products.
However, PWL reserves the right to make part shipments and to ship by vessels of its choice from any port or place in the United Kingdom or elsewhere.
All payments shall be made to Premier Whisky Limited, in the currency that it specifies, without any deduction credit or set off whatsoever.
The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Products, but full credit will be given to the Buyer provided that the pallets are returned at the Buyer’s expense, undamaged to PWL.
Payment for the Products shall be made by the method designated by PWL. PWL reserves the right, by giving notice to a Buyer at any time before delivery of the Products, to increase the price of the Order to reflect any increase in the costs to PWL, which is due to any factor beyond the control of PWL (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties), any change in delivery dates, quantities or specifications for the Order which is requested by a Buyer, or any delay caused by any instructions of a Buyer or failure of a Buyer to give PWL adequate information or instructions; provided that any significant change of cost without fault of a Buyer will entitle a Buyer to cancel the Order without any penalty and PWL shall refund any payment already made.
A Buyer will make payment of such amounts promptly on demand by PWL and, in any event prior to shipping of the Products.
Requirements for Purchase
A Buyer must be legally able to form binding contracts to purchase a Product.
This means a Buyer must not register for the Service if a Buyer is under the age of 18, or unable to purchase alcohol in the country that a Buyer resides.
A buyer may not be an undischarged bankruptcy, or under any type of insolvency, administration, or other insolvency event.
A Buyer must not use false or misleading information in using the Service and a Buyer must update its details, should they have changed from the last time a Buyer used the Service.
PWL are not responsible for any loss or damage (including misdirected deliveries or notifications) which may occur because a Buyer has not provided PWL with up to date, accurate or complete information.
A Buyer permits PWL to send all notifications by email regarding the the status of any delivery, a copy of an invoice and any other marketing or promotional events and offers.
PWL accepts no liability for any loss or damage incurred if PWL does not receive any notifications from a Buyer, for whatever reason.
Requirements for PWL
PWL is an organisation of good standing in its jurisdiction of formation and is legally able to form binding contracts to sell a Product.
PWL must not use false or misleading information in rendering the Service and PWL must update a Buyer should any information in any Order have changed from the last time it was executed
Time for delivery shall not be of the essence to the contract unless previously agreed by PWL in writing.
The Products may be delivered in advance of the delivery date specified.
PWL is not responsible for late delivery by a haulage or courier company.
If a Buyer fails to take delivery of the Products or fails to give PWL adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to PWL , PWL may:
- Store the Products until actual delivery, and charge a Buyer for the reasonable costs (including insurance) of storage
- Sell the Products at the best price readily obtainable, and charge a Buyer for any shortfall below the price meant to be paid by a Buyer and the costs of sale.
- Shall remain harmless and not subject to any claims, suits, and legal actions, whatsoever by a Buyer.
Off Plan Projects
A Buyer irrevocably agrees to the following:
- All off Plan projects must be paid for in advance, in full.
- The nature of Off Plan means the production and delivery of an Order may be subject to delays outside of PWL’s control.
- That all Off Plan projects require that delays of up to 12 months may be possible, due to events outside of the control of PWL.
- Designs and project maintenance may vary depending on availability and practical execution.
- PWL shall remain harmless with no financial loss or recourse to a Buyer for any changes outside of PWL’s control.
- Delivery of an Order shall be designated by a Buyer, and may be to a Bonded warehouse of other specified place, or places, however should logistical restrictions occur for any reason that is outside of the control of PWL, then PWL shall not be held responsible.
- PWL shall not enter into any Order or Agreement that defines a Sunset Clause.
- All Orders and Agreements shall not be permitted to allow claims from any third parties, under the Doctrine of Privity of the Hong Kong law.
- PWL shall not agree to nor entertain any reductions in the Order Price, and any Buyer shall pay all costs in respect of any delays in production or design expenses, goods in transit insurance, taxes, duties and delivery of carriage charges that may occur..
- No Order can be assigned or redacted once the Order has been completed by full consideration
- Designs and execution of any Off-Plan project shall be defined in an Order, however, only if agreed in writing by PWL.
- A Buyer warrants that it has not relied upon any representations, warranties or conditions offered or made by or on behalf of PWL, except to the extent expressly set out in an Order.
- To the extent permitted by law, PWL expressly limit its employees, directors and contractor and related entities liability for breach of a non-excludable condition or warranty implied by virtue of any legislation or law to the amount paid by the Buyer to PWL, under any Order.
- Time for delivery shall not be of the essence to the contract unless previously agreed by PWL in writing.
- If a Buyer fails to give PWL adequate delivery instructions at the time stated for delivery then, without prejudice to any other rights or remedies available, then PWL may store the Products until actual delivery and charge a Buyer for the reasonable costs (including insurance) of storage, or sell the Products at the best price readily obtainable and charge a Buyer for any shortfall below the price meant to be paid by a Buyer and the costs of sale.
- Any advice or recommendation given to PWL or its employees or agents by a Buyer or its representatives, which is not confirmed in writing by a Buyer and then not acted upon by any suppliers or external agents, shall accordingly not render liability to PWL for any such advice or recommendations.
- A Buyer is solely responsible for payment of insurance for an Off Plan project, executed under an Order, upon delivery to your designated storage location.
- If a Product that a Buyer has purchased is to be delivered by PWL to a place nominated by a Buyer, the risk in such item will pass to a Buyer solely when it is delivered.
- A signature acceptance by a Buyer’s Authorised Representative, at the delivery location constitutes proof of delivery.
- Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms, the property in the Products shall not pass to a Buyer until PWL has received payment, in full, for the Products and all other Products agreed to be sold by PWL to a Buyer for which payment is due.
- Unfortunately, we are unable to provide a refund or exchange in respect of any Product Ordered. All amounts paid to us are non-refundable except otherwise stated in these Terms.
- All amounts payable to PWL must be paid without set-off or counter claim and must be paid in cleared funds.
- A Buyer is under a duty to inspect the Products on delivery or on collection as the case may be, and PWL shall be under no liability for any damage or shortages that would be apparent after reasonable careful inspection, for avoidance of doubt, if the terms of this clause are not complied with then PWL shall not be under any liability
- To the extent permitted by law, PWL expressly limit all liability for its employees, directors and contractors, successors and related entities for breach of a non-excludable conditions or warranties implied by virtue of any legislation or law to the amount paid by a Buyer to us under this Agreement.
- PWL reserve the right to make any changes in the specification of the Products which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the Products are to be supplied to PWL’s specifications, which do not materially affect their quality or performance of a Product.
- A Buyer acknowledges that PWL may be sourcing the Products from third parties and that PWL may not therefore have full title to the Products at the date of an Order.
- In the event that the third party fails for any reason to deliver or sell the Products to PWL to enable it to complete its agreement with a Buyer PWL shall advise a Buyer and a Buyer shall permit PWL 60 days to resource the required products and services in order to fully complete the terms of an Order.
- A Buyer agrees to indemnify and hold harmless PWL, and its officers, directors, shareholders, employees, consultants, agents and successors from and against all losses, damages, expenses and costs (including solicitor client costs on a full indemnity basis) and all third-party claims, liability, losses, damages, expenses and costs arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified in relation to a Buyer’s failure to comply with these Terms and Conditions, or from a Buyer’s violation of any applicable law.
- A Buyer agrees that an interest at the rate of 10% per annum, accruing daily, and compounding monthly will be payable to PWL on any amount owed by a Buyer which is not paid by the due date.
PWL shall not be liable by reason of the failure in the performance of obligations under an Order by reason of strikes, riots, fire, explosion, acts of God, governmental action, or any other cause which is beyond the reasonable control of PWL, including any form of technological failure or the actions of third parties.
This Agreement forms the Terms and Conditions of an Order and constitutes the entire agreement between a Buyer and PWL, with respect to a Purchase conferred by any Order, and this set of Terms and Conditions replace all prior or contemporaneous understandings or agreements.
If any provision of these Terms and Conditions are found to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible and will be deemed deleted to the extent that it is not enforceable, and the remaining provisions shall remain in full force and effect.
The failure by either a Buyer or PWL to insist upon or enforce strict performance of any of these Terms and Conditions will not be construed as a waiver of any right or remedy of a Buyer or PWL in respect of any existing or subsequent breach of this Agreement.
No waiver by a party of a provision of this Agreement is binding unless made in writing.
The laws of the Special Administration Region of Hong Kong govern this Agreement.
A Buyer hereby consents and submits PWL to the non-exclusive jurisdiction and venue of the Courts of Hong Kong for any cause of action relating to or arising under this Agreement.
This Agreement shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.
The parties must execute and deliver all documents and must do all things as are necessary for the complete performance of their respective obligations under an Order.
The rights and remedies of a party to an Order are in addition to the rights or remedies conferred on the party at law or in equity.
The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
The Uniform Laws on the International Sale of Products laid down in the 1980 United Nations Convention shall not apply unless expressly agreed between the parties in writing.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of the Hong Kong law (Doctrine of Privity).
The Market updates, portfolio assessments and any of the literature of PWL, provided to a Buyer as Buyer are for reference purposes only. A Buyer expressly agrees that its access, use, and rely upon such content at the Buyer’s own risk.
Please seek the advice of professionals as necessary regarding the evaluation of any content https://www.premierwhisky.com/terms-conditions/ Past performance of PWL or any particular brand of Goods is not necessarily indicative of future performance and may not guarantee a return. A Buyer should not rely on the information from the literature or advice provided by PWL when making decisions on a Buyer’s Investments. A Buyer should satisfy itself with the accuracy and completeness of literature or advice provided by PWL through a Buyer’s own independent research.
Forecasts, projections, current and historical whisky Prices, and statements of opinion contained in the document are only statements of presently held beliefs, and do not constitute legal or financial advice of any form. The information on any website or internet property owned, run by, affiliated to, or promoted by PWL not intended as an offer, or of legal or financial advice. A Buyer should seek its own independent financial and legal advice on all such matters. To the fullest extent permissible by applicable law, PWL disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. PWL shall not be held responsible for any predictions of future values of the Goods purchased and shall not be held liable for any loss
suffered by the Buyer in dealing or trading with the goods. A Buyer, alone, will bear any risk or losses resulting from investor potential or the public and subsequent dealing or trading of the Goods.
Limitation of liability
PWL shall not be responsible for any claims predicting future values of the Goods purchased and shall not be liable for any loss suffered by the Buyer in dealing or trading with the Goods. The Buyer will solely bear all risks or losses resulting from the dealing or trading of the Goods. The period for a Buyer to institute any claim for breach of the Terms and Conditions shall be five business days from the date when the relevant Buyer becomes aware of the circumstances giving rise to such a claim.
If the Buyer wishes to claim against PWL, the Buyer must first give notice of the legal action or complaint to PWL, stating expressly the intention to bring a legal action or complaint against PWL and providing the details of the event, including the circumstances which the Buyer believes gave rise to the legal action or complaint.
The Buyer agrees not to claim against PWL in relation to the Terms and Conditions, whether in tort or contract, if the details of the claim are not provided to PWL within five business days. Insofar as permitted by law, the Buyer agrees that the Buyer will not bring any claim against PWL for an amount of more than HK$5,000.
To the maximum extent permitted by law, the Buyer agrees that the limit on the claim will be equal to the amount in Hong Kong dollars of the total Price of Goods so purchased. The limitation shall apply regardless of the cause of action or legal theory pleaded or asserted.