Investment Terms and Conditions

CASK OFFERS

TERMS AND CONDITIONS

www.whiskeyinvest.com

  1. INTRODUCTION

1.1 These terms and conditions (the ‘Conditions’) govern the contractual relationship between

RTM Distribution Ltd T/A The Whiskey Investment Club. (hereinafter referred to as ‘Whiskey Invest’) and you, as purchaser (hereinafter

referred to as ‘the Purchaser’) in the sale and purchase of New Make Spirit under the Whiskey Invest Cask Offer or Portfolio Cask Offer (each as defined below) (the ‘Contract’).

1.2 Please read these Conditions carefully before submitting an Order to Whiskey Invest. The Order constitutes an offer by the Purchaser to purchase one or more of the Whiskey Invest Cask Offers in accordance with these Conditions. These

Conditions tell the Purchaser who Whiskey Invest is, how Whiskey Invest will provide the products to the Purchaser, how the Purchaser and Whiskey Invest may change or end the contract and other important information.

1.3 The Purchaser may contact Whiskey Invest by telephoning Whiskey Invest customer service team at +353 19618922 or by contacting Whiskey Invest at info@whiskeyinvest.com  or by writing to ‘Cask Offer’, Whiskey Invest, Unit 1 Boann, Lagavooren, Platin Road, Drogheda Co. Meath A92 X593.

1.4 If Whiskey Invest has to contact the Purchaser Whiskey Invest will do so by telephone or by writing to the

Purchaser at the email address or postal address the Purchaser has provided to Whiskey Invest with the Order.

1.5 Both Whiskey Invest and the Purchaser accept these conditions unreservedly. These Conditions are the only conditions that govern the contractual

relationship between Whiskey Invest and the Purchaser for the sale of casks as part of the Whiskey Invest (i) Cask

Offer and (ii) Portfolio Cask Offer (together

Whiskey Invest Cask Offers’) and replaces all other conditions, except in the case of any prior express written agreement. By confirming the Purchaser’s Order to Whiskey Invest, the Purchaser unreservedly accepts these Conditions.

1.6 These Conditions are important to the

Purchaser and Whiskey Invest as they have been constructed to protect the Purchaser’s rights as a valued customer and to protect Whiskey Invest’s rights

as a business and to create an understanding between the parties.

1.7 The Contract constitutes the entire agreement between Whiskey Invest and the Purchaser. The Purchaser acknowledges that the Purchaser has not relied on any statement, promise, representation, assurance or warranty made or given by or on Whiskey Invest’s behalf, which is not set out in the Contract.

1.8 In the event that the Purchaser is a Syndicate, Whiskey Invest will take instructions from one nominated member of the Syndicate only (the ‘Syndicate

Representative’) and the Syndicate members hereby confirm and acknowledge that Whiskey Invest is authorised to deal with the Syndicate

Representative only on their behalf, and Whiskey Invest does not require the consent or otherwise of any other member of the Syndicate.

1.9 The Syndicate members undertake to indemnify Whiskey Invest in full against any action taken by Whiskey Invest at

the direction of the Syndicate Representative, (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal

costs (calculated on a full indemnity basis) and all other professional costs and expenses) which Whiskey Invest may sustain or incur in connection with

any action taken in good faith (including any cost incurred in enforcing this indemnity).

1.10 Any samples, drawings, descriptive matter or advertising issued by Whiskey Invest and any descriptions of the Whiskey Invest Cask Offers or illustrations or descriptions of the products or services

contained on Whiskey Invest’s website or brochures are issued or published for illustrative purposes only. They shall not form part of the Contract or have any contractual force whatsoever.

1.11 Whiskey Invest has made no representation as to the value of the Cask or the New Make Spirit or Whiskey

and the value of the same is not underwritten or guaranteed in any way nor is Whiskey Invest obliged to buy back any of the Cask(s) or any New Make

Spirit or Whiskey.

  1. WHISKEY INVEST CASK OFFERS

RTM Distribution Ltd offers the Whiskey Invest Cask Offers to Purchasers which includes the following;

the Whiskey Invest (i) Cask Offer and (ii) Whiskey Invest Portfolio Cask

Offer, details of which are set out below:

2.1 The Cask Offer entitles the Purchaser to:

  • Ownership of the New Make Spirit in one or more of the range of Whiskey Cask types which Whiskey Invest is offering and is set out in the Order Form. The Whiskey Invest Cask Offer is for a single cask or multiple

Casks or a combination of any number of the casks on offer. The Cask(s) will be filled with Irish Single Pot Still New Make Spirit from the Boann Distillery and will be casked at 63% ABV.

  • The Cask(s) will be bonded in a Revenue controlled Bond at the site of Whiskey Invest ‘s Bonding Partner and registered in the name of the Purchaser for the Storage Period to include storage and insurance (in the event of destruction, loss or theft).
  • There is the opportunity to extend the Maturity Period for a further period by agreement with Whiskey Invest’s Bonding Partner for an additional cost.
  • Whiskey Invest reserves the right to move the Cask within

Ireland as necessary as Whiskey Invest continues to develop its own warehousing arrangements.

  • A Whiskey Invest Certificate of Authenticity and Ownership specifying the Cask number(s), fill date, alcoholic strength expressed in %ABV.
  • In the case of a Syndicate, only one Certificate of Authenticity will be issued to the Syndicate Representative, and it shall be for the Syndicate Representative to inform the other members of the relevant Syndicate.
  • Cask prices are quoted under Bond and excludes any applicable excise duty, VAT or other taxes.
  • The purchaser is solely responsible for any Taxes or other costs incurred in the removal of the Purchasers cask(s) from Bond.

2.2 The Portfolio Cask Offer entitles the

Purchaser to:

  • Ownership of the New Make Spirit in one of the 2 Cask types which Whiskey Invest is offering.
  • The Casks will be filled with Irish Single Pot Still New Make Spirit. The offer is for 6 casks of 200 Litre Bourbon (1 Pallet) or 5 casks of 250 Litre Oloroso (1Pallet) or multiples thereof The New Make Spirit from the Boann Distillery will be casked at 63% ABV.
  • The Casks will be bonded in a Revenue controlled Bond at the site of Whiskey Invest’s Bonding Partner and registered in the name of the Purchaser for the Storage Period to include storage and insurance (in the event of destruction, loss or theft).
  • There is the opportunity to extend the Maturity Period for a further period by agreement with Whiskey Invest’s Bonding Partner for an additional cost.
  • Whiskey Invest reserves the right to move the Cask within Ireland as necessary as Whiskey Invest continues to develop its own warehousing and bonding arrangements.
  • A Whiskey Invest Certificate of Authenticity and Ownership specifying the Cask number(s), fill date, alcoholic strength expressed in %ABV.
  • In the case of a Syndicate, only one Certificate of Authenticity will be issued to the Syndicate Representative, and it shall be for the Syndicate Representative to inform the other members of the relevant Syndicate.
  • Cask prices are quoted under Bond and excludes any applicable excise duty, VAT or other taxes.
  • The purchaser is solely responsible for any Taxes or other costs incurred in the removal of the Purchasers cask(s) from Bond.
  1. ORDERING

3.1 On receipt of; (i) a completed and signed Order Form and (ii) full payment of the Purchase Price from the Purchaser, an Order Confirmation will be provided to the Purchaser. The order shall only be deemed to be accepted when Whiskey Invest issues an Order Confirmation at which point the contract shall come into existence.

3.2 It is the responsibility of the Purchaser to advise Whiskey Invest of any changes in address or other relevant particulars of the Purchaser.

  1. QUALITY OR FLAVOUR OF THE WHISKEY OR SPIRIT

4.1 The Purchaser acknowledges that Whiskey Invest does not guarantee the final flavour, quality, grading or other characteristics of the Whiskey or Spirit.

4.2 The Purchaser acknowledges that the value of the Whiskey or Spirit may rise or fall and that Whiskey Invest does not guarantee or underwrite the value of the Whiskey or Spirit nor is Whiskey Invest required to provide any outlet, market or other form of liquidity for the sale of the Whiskey or Spirit.

  1. TITLE AND RISK

5.1 On receipt of an Order Form and full payment of the Purchase Price, the Purchaser agrees that all title and risk associated with the Purchaser’s Whiskey rests with the Purchaser from the earlier of either; (i) the date of this Contract where the Casks have already been filled; or, (ii) the date the Purchaser’s Whiskey Cask(s) are filled.

5.2 Whiskey Invest must be notified in writing at least one month in advance of any proposed transfer of title on the Whiskey by the Purchaser and Whiskey Invest shall have the right of first refusal to purchase the Whiskey, on any proposed subsequent transfer of title on any Whiskey during this notice period.

5.3 The Purchaser’s Whiskey Cask will be insured against fire and theft for the agreed duration of their storage in Whiskey Invest’s Bonding Partner. In providing insurance Whiskey Invest does not guarantee the adequacy of the cover and it is up to the Purchaser to assess and provide for any additional cover deemed necessary.

  1. AVAILABILITY

6.1 Please note that Whiskey Invest will honour the Purchaser’s Order only while Casks are available in stock. Where there is stock outage for whatever reason Whiskey Invest will offer an alternative

New Make/Whiskey of similar style and vintage. Where such an offer is unacceptable to the Purchaser, Whiskey Invest will refund whatever amounts

have been paid on the Purchase. At no time and under no circumstances will the liability of Whiskey Invest extend beyond this amount.

6.2 The Purchaser may not remove the Purchaser’s Whiskey from Whiskey Invest’s Bonding Partner within the Maturity Period, without the prior written

consent of Whiskey Invest.

  1. PRICE AND PAYMENT

8.1 The price of the Casks shall be the price set out in the Order Form and Order Confirmation or, if no price is quoted, the price set out in Whiskey Invest’s published price list in force as at the date of

delivery.

8.2 The Purchase Price in relation to the Whiskey Invest’s Cask Offer and the Portfolio Cask Offer will include:

8.2.1 The New Make spirit filled in the Cask(s);

8.2.2 The Cask;

8.2.3 Transport and warehouse pallet;

8.2.4 Warehousing of the Cask under Bond and insurance while under bond for a period of five (5) years from the date when the Casks are received by Whiskey Invest’s Bonding Partner.

8.4 The Purchase Price for the Cask(s) does not include VAT, customs or excise which will be payable by the Purchaser when the Cask(s) are/is withdrawn from Whiskey Invest’s Bonding Partner.

8.6 Payment of the Purchase Price must be made by the Purchaser before the Order Confirmation will be issued.

  1. ANGELS SHARE

9.1 The Purchaser acknowledges that during the Maturity Period alcohol will evaporate from the Cask at an average annual rate of c. 2% apart from the first year where the normal loss can be closer to 5% (the ‘Angels Share’). Losses in excess of these rates may occur depending on a number of variables. Whiskey Invest does not warrant the accuracy of these estimations of evaporation as set out in this clause.

9.2 Whiskey Invest shall have no liability to the Purchaser where the Angel’s Share is in aggregate greater than that estimated in clause 9.1.

9.3 The number of full bottles of Whiskey comprised in any Cask will depend on the final volume remaining in the Cask net of; (i) of theAngels’ Share; (ii) any losses due to sampling; and, (iii) the number of full litres available in the Cask after such deductions.

9.4 During the maturation period the newmake spirit/whiskey may also lose ABV. For further information on the definition of Irish Single Pot Still Whiskey the purchaser is advised to familiarise Him/Herself with the ‘Irish WhiskeyTechnical File’.

  1. BOTTLING

10.1 Where the Purchaser has availed of the Whiskey Invest Cask Offer or Portfolio Cask Offer, this shall not include the cost of any bottling but the Purchaser shall have two options at the end of the chosen Maturity Period:

10.1.1 Whiskey Invest can arrange to have the Purchaser’s Whiskey Cask bottled and delivered to them for a charge to be agreed; or

10.1.2 To continue the maturation process and to elect to store the Purchaser’s Whiskey for a longer period by arrangement with Whiskey Invest’s Bonding Partner, subject to payment of warehouse storage charges (‘Storage Charges’) as shall be agreed with the Whiskey Invest’s Bonding Partner.

  1. LIMITATION OF LIABILITY

11.1 Nothing in these Conditions shall limit or exclude Whiskey Invest’s liability for:

11.1.1 Death or personal injury caused by Whiskey Invest’s negligence, or the negligence of Whiskey Invest’s employees, agents or sub-contractors; or

11.1.2 Fraud or fraudulent misrepresentation.

11.2 Subject to clause 11.1:

11.2.1 Whiskey Invest shall under no circumstances whatsoever be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss, loss of profit, loss of investment value or any indirect or consequential loss arising under or in connection with the Contract; and

11.2.2 Whiskey Invest’s total liability to the Purchaser 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 in no circumstances exceed the Purchase Price paid by the Purchaser to Whiskey Invest, less the market value of the Whiskey received.

11.3 This clause 11 shall survive termination of this Contract.

  1. PERSONAL INFORMATION

12.1 Whiskey Invest will use the personal information the Purchaser provides to it:

12.1.1 To supply the products to the Purchaser;

12.1.2 To process the Purchaser’s payment; and

12.1.3 If the Purchaser agreed to this during the order process, to inform the Purchaser about similar products that Whiskey Invest provide, but the Purchaser may stop receiving these at any time by contacting Whiskey Invest.

12.1.4 Whiskey Invest will only give the Purchaser’s personal information to third parties where the law either requires or allows Whiskey Invest to do so.

12.2 For more information on Whiskey Invest’s privacy policies, please see the Privacy Statement on our website or contact Whiskey Invest at the address given.

  1. FORCE MAJEURE

13.1 For the purposes of the Contract, a Force Majeure Event means an event beyond Whiskey Invest’s reasonable control including but not limited to

strikes, lock-outs or other industrial disputes (whether involving Whiskey Invest’s workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

13.2 Whiskey Invest shall not be liable to the Purchaser as a result of any delay or failure to perform our obligations under the Contract as a result of a Force Majeure Event.

13.3 If a Force Majeure Event prevents Whiskey Invest from providing the distilling and/or any other services provided by Whiskey Invest in relation to the distilling for more than six (6) weeks, Whiskey Invest shall, without limiting our other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Purchaser.

  1. INTELLECTUAL PROPERTY RIGHTS

Whiskey Invest is a registered trade mark and may not be used in any form in any literature or other representation without the permission in writing of Whiskey Invest.

  1. TERMINATION

15.1 On termination of the Contract for any reason the Purchaser shall immediately pay to Whiskey Invest any outstanding sums due.

15.2 Without limiting its other rights or remedies, Whiskey Invest may terminate this Contract with immediate effect by giving notice in writing to the Purchaser if:

15.1.1 The Purchaser commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so.

15.1.2 The Purchaser does not discharge any sums due to Whiskey Invest to include any additional costs associated with the maturation process.

15.1.3 The Purchaser’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

  1. GENERAL

16.1 Right to make changes. Whiskey Invest reserve the right to make changes to the Casks and to these Conditions (i) to reflect changes in relevant laws and Regulatory Requirements; and (ii) to implement minor technical adjustments and improvements.

16.2 Assignment and other dealings. The Purchaser shall not, without Whiskey Invest’s prior written consent, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract except as already specifically provided for in this Contract. Whiskey Invest may transfer its rights and obligations under these Conditions to another organisation.

16.3 By submitting an Order the Purchaser confirms that they are aged eighteen years and over.

16.4 Entire Agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written, or oral, relating to its subject matter.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the contract.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

16.5 Variation. Save as set out below no variation of these conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any right or remedy.

16.7 Severance. If any provision or part provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity or enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause

16.7 the parties shall negotiate in good faith to agree a replacement provision that to the greatest extent possible, achieves the intended commercial result of the original provision.

16.8 Governing law. 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 the laws of Ireland.

16.9 Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including noncontractual disputes or claims).

 

17. TAX CONSIDERATIONS

17.1 ‘Whiskey Invest‘ advise all customers to seek independent tax advice prior to purchasing our casks.

17.2 Purchasers will require the relevant Excise licence if intending to sell on the whiskey. This is a requirement for all alcohol even if it is still under bond.

17.3 Purchasers will be liable for excise duty, VAT and possibly capital gains tax.

17.4 Any foreign purchaser (domiciled outside of the republic of Ireland) will not be able to obtain an excise licence to sell the spirit. They would however be able to transfer it under bond to another Tax Warehouse in another country without any licence using Staffords or another TAX Warehouse keepers EMCS authorisation.

17.5 Please note that an Excise licence holder can not sell alcohol on behalf of another person/entity.

 

18. DEFINITIONS

  • Whiskey Invest’ means RTM Distribution Ltd. T/A The Whiskey investment club, incorporated and registered in Ireland with company number

625048 whose registered office is at Lagavooren, Platin Road, Drogheda, Co. Meath, Ireland A92X593.

  • Whiskey Invest’s Bonding Partner’ means (i) such third party bonded warehouse provider as Whiskey Invest may at its absolute discretion select form time to time and (ii) any bonded warehouse selected by Whiskey Invest from time to time.
  • Bond’ means the bonded warehouse facility provided by Whiskey Invest’s Bonding Partner.
  • Whiskey Invest Cask Offers’ means the Whiskey Invest (i) Cask Offer and (ii) Portfolio Cask Offer.
  • Cask(s)’ means either a 200, 225, 250 or 500 litre barrel of different woods and origin (subject to the reduction pursuant to clause 9), filled with Irish Single Pot Still New Make/ Whiskey (as the case may be).
  • Contract’ means the contract entered into between Whiskey Invest and the Purchaser for the sale and purchase of the Cask(s) on acceptance by Whiskey Invest of the Purchaser’s Order, the terms of which Contract shall be comprised in the Order and these Conditions.
  • Distillery’ means the Boann Distillery located at Platin Road, Drogheda, Co. Meath.
  • Force Majeure Event’ means an event, circumstance or cause beyond a party’s reasonable control.
  • Maturity Period’ means 36 months (3 years) from the date the Purchaser’s Whiskey Cask is filled.
  • Order Confirmation’ means the confirmation sent by Whiskey Invest to the Purchaser confirming acceptance of the Order Form.
  • Order Form’ means the order form in the Schedule to these Conditions.
  • Order’ means receipt of a completed and signed Whiskey Invest Purchase Order.
  • Portfolio Cask Offer’ means any combination of Casks of Single Pot Still New Make/Whiskey.
  • Purchase Price’ means the amount paid by the Purchaser for any of ‘The Whiskey Invest Cask Offers’’’.
  • Purchaser’ means the person, or a Syndicate, or firm who purchases the Cask(s) from Whiskey Invest.
  • Purchaser’s Whiskey’ means the Whiskey or Spirit purchased by the Purchaser and contained in the Cask.
  • Purchaser’s Whiskey Cask’ means the unique cask identified for filling and filled with the Purchaser’s New Make Spirit.
  • Spirit or New Make’ means spirit that has been matured for less than three years.
  • Storage Period’ means 5 years from the date the Purchaser’s Whiskey Cask is placed in bond.
  • Storage Charges’ has the meaning given in clause 10.1.2.
  • Syndicate’ means a group of individuals coming together to acquire a Cask or Casks.
  • Whiskey’ means spirit that has been matured for more than three years.

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