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1. CONTRACT OF SALE - The completed Portfolio Purchase Form and these Terms & Conditions comprise the contract of sale for Annandale Portfolio Shares. Each Portfolio comprises 10 casks and each Portfolio is divided into 15 equal shares (Portfolio Shares) as specified in the corresponding Annandale Portfolio Document. On buying a Portfolio Share (or Portfolio Shares) you will become the owner of 1/15th of the contents of each of the 10 casks included in your Portfolio. The cask number and year of filling are specified in the Annandale Portfolio Document. You will be designated a Portfolio Shareholder. This contract of sale is between Annandale Distillery Company Ltd a company registered in Scotland under Company number SC316346 whose registered office is at Annandale Distillery, Northfield, Annan, DG12 5LL, Scotland (also referred to as “Annandale Distillery, Annandale, we, our or us”) and the customer whose details appear on the corresponding Portfolio Purchase Form (also referred to as “the Portfolio Shareholder, you or your”).
2. WHAT YOU GET - During September of every year from 2021 to 2030, Annandale Distillery will broach the cask specified in the Annandale Portfolio Document, evaluate the sensory characteristics of the whisky and fill it into special Annandale Portfolio (70cl) bottles (subject to the terms specified in Clause 9- Cask Content). The estimated yield per cask is shown in the Annandale Portfolio Document but a minimum of 14 x 70cl bottles at cask strength is guaranteed every year. This means that your Annandale Portfolio Share will yield an absolute minimum of 140 bottles over 10 years, although you should anticipate more than this (160 ± 20 bottles overall). Every September, we’ll invoice you for the Additional Annual Costs (refer to Clause 12 – Additional Annual Costs) to cover duty, other taxes, bottling, packaging and courier costs associated with your annual yield of 14+ bottles, estimated at approximately £28 ± £2/bottle (for UK residents – prices as of November 2020). Once we’ve received your remittance for the Additional Annual Costs, we'll dispatch your bottles to your confirmed address (Portfolio Shareholders living outside the UK are referred to Clauses 12 and 15 regarding the cost of couriers and duty payable for overseas delivery).
3. OWNERSHIP- This offer is aimed at private individuals. We require a single point of contact (the Portfolio Shareholder) who will become the legal owner of the spirit via their ownership of the Portfolio Share. The Portfolio Shareholder must be of legal age for consuming and purchasing alcoholic beverages in his/her country of residence. An email address must be supplied at the time of purchase and contact between the Portfolio Shareholder and Annandale will be solely via email. It is the Portfolio Shareholder’s sole responsibility to ensure that Annandale has a current, valid email address. Should you wish to dispose of your Share(s), you must first offer it (or them) back to Annandale at the original purchase price. If Annandale informs you that it does not wish to purchase the Share(s) or does not respond within 21 days of receipt of notification of your intended disposal, then ownership may be transferred to another single, named individual, but always subject to our written approval. Ownership of Shares sold to private individuals cannot be sold or other wise transferred to blenders or independent bottlers. The year in which the casks have been or will be filled is detailed in the corresponding Annandale Portfolio Document. You acknowledge that you are aware of the spirit type(s), the type of casks included (volume and previous use), the cask numbers, the years in which each cask was (or will be) filled and the year in which the cask will be broached and filled into bottles.
4. PORTFOLIOS AND PORTFOLIO SHARE AVAILABILITY - Annandale has a small number of Portfolio Shares which are available for purchase on a first come first served basis. Details of availability can be obtained from www.annandaledistillery.com or on +44(0)1461 207817or via email email@example.com.Annandale Distillery may, at its own discretion, launch additional Portfolios of the same name and cask composition. These will be differentiated from other Portfolios of the same name by the month and/or year in which the Portfolio is launched. No two Portfolios bearing the same name will be launched in the same month of the same year.
5. PRICE – The cost per Portfolio Share is £3,300. Portfolio Shareholders visiting Annandale Distillery in person will be entitled to view their portfolio and will be further entitled to a free Classic Distillery Tour for two people, on every occasion that they visit. Portfolio Shareholders are entitled to 10% discount on all on-site purchases (including the Maltings Coffee Shop) but excluding alcohol purchases. Proof of Share ownership must be presented in the form of a copy of the ownership documentation. The documented Portfolio Shareholder must be present during the visit.
6. INITIAL PAYMENT – Payment is required in full in advance of the Portfolio Share(s)ownership being transferred to you. On receipt of your completed Portfolio Purchase Form, Annandale Distillery will issue you with an invoice which must be settled via electronic banking within 10 working days. On receiving your funds, Annandale Distillery will issue a receipt and a letter of ownership followed by a Portfolio Share Certificate. Thereafter you will be designated as a Portfolio Shareholder.
7. VALUED ADDED TAX (VAT) - VAT is not chargeable at the time when the spirit is purchased as the spirit will remain under bond. Excise duty and VAT is chargeable when each cask is released from bond and bottled. You will also be charged VAT on the bottling cost and Excise Duty when it leaves bonded status. Should the Portfolio Share be sold back to Annandale whilst still under bond, no VAT would be payable.
8. THE CASK – All cask volumes are nominal. The actual volume of spirit contained within the casks when filled will be recorded at the time of filling and Her Majesty’s Revenue and Customs will be advised accordingly.
9. CASK CONTENT – Peated or non-peated new make spirit will be or will have been filled into casks as specified in the Annandale Portfolio Document, at a minimum spirit strength of 63% alcohol by volume (ABV). As spirit evaporates naturally from all whisky casks during maturation, losses through evaporation (The Angels’ Share) estimated at 3±1%/annum should be anticipated. Losses due to evaporation in excess of these rates may also occur. Whilst Annandale Distillery will exercise great care in selecting casks for filling, leakage sometimes occurs. Should this prove critical, Annandale Distillery reserves the right to substitute the leaking cask with the nearest equivalent held in stock. During maturation, alcohol by volume (% ABV) decreases with age because alcohol is more volatile than water. The casks will be broached and filled according to the dates shown in the corresponding Annandale Portfolio Document. Whilst Annandale Distillery has used its best endeavours to predict when each cask should be bottled, this must ultimately depend on the state of maturity of the whisky and we reserve the right not to bottle a cask in the year stated if, in our opinion, the whisky has not reached a suitable state of maturity.
10. CASK SAMPLES – Annandale Distillery reserves the right to withdraw samples from Portfolio Casks for the purposes of monitoring quality and maturation. Whilst the frequency and volume of such withdrawals is at the sole discretion of Annandale Distillery, we plan to withdraw 1 x 200ml sample from each cask at 6 monthly intervals plus an additional 1 x 200ml sample 3 months prior to the planned bottling date. Individual Portfolio Shareholders are not entitled to withdraw samples from the Portfolio Casks.
11. STORAGE - All Cask Portfolios will be stored under bond at Annandale Distillery, Northfield, Annan, Dumfries & Galloway, DG12 5LL, Scotland.
12. ADDITIONAL ANNUAL COSTS – The Portfolio Shareholder is liable to pay Additional Annual Costs prior to the annual release of their bottle allocation.
The following per bottle additional costs are estimates based on prices, as of November 2020, and assuming UK residency (or delivery):
Duty – £28.74 per litre of pure alcohol. Assume 60% ABV and 70cl bottles = £12.08/bottle
Filling – bottle, cork, capsule and bespoke Annandale Portfolio label = £6/bottle
Sub-total – Assuming 14 bottles =£18.08 x 14 = £253.12 + UK* courier @ £20 = £273.12
VAT (20%) on additional costs =£54.63
VAT (20%) on 1/10th of the initial share price = £330 x 0.2 = £66
Total payable per annum to release bottles** = £273.12 + £54.63 + £66 = £393.75 (~£28 additional costs/bottle)
* N.B. Courier costs may exceed the projected amount if the annual yield exceeds 14 bottles
**N.B. Courier costs and handling charges for delivery to destinations outside the UK are likely to exceed UK delivery costs. This additional cost will be added to the Additional Annual Costs for overseas Portfolio Shareholders.
Portfolio Shareholders will be invoiced for the Additional Annual Costs in September of every year, from 2021 – 2030. This invoice must be paid within 10 working days. The annual release of bottles will occur at the beginning of December (or earlier, if possible) provided that the invoice has been paid in full. If the invoice for Additional Annual Costs is not settled by December 1st of the year of issue, the Portfolio Shareholder may, a tour absolute discretion, forfeit their annual bottle allocation for the year in question.
13. BOTTLING - All the whiskies will be bottled at cask strength and will not be chill filtered. Bottling will be undertaken on-site using a standard bottle design provided by Annandale Distillery. Portfolio Shareholders are not permitted to have their allocation bottled by a third party. For every 1/15th share, Annandale Distillery guarantees a minimum of 14 bottles of Single Malt Scotch Whisky from every cask, unless stated otherwise. The actual number of bottles obtained per share will be equivalent to the total number of bottles filled from the cask divided by 15 and rounded down to the nearest whole bottle. Each Portfolio Share may yield more than 14 bottles/annum in some years, depending on the fill volume of the cask, as detailed in the Annandale Portfolio Document. (The actual fill volume is recorded precisely for Her Majesty’s Revenue & Customs.) Where the yield of bottles per share is greater than 14 per annum, the Portfolio Shareholder is obliged to pay the Additional Annual Costs for the additional bottles. The maximum number of bottles per share is likely to be 20 – 21 bottles.
Annandale Distillery reserves the right not to sell all of the shares in a particular Portfolio and to label these bottles and offer them for sale as appropriate but always at a price that exceeds the total price ultimately paid per bottle by Portfolio Shareholders.
14. LABELLING- the form and design for Annandale Portfolio bottling labels will be provided by Annandale Distillery. These labels will meet prevailing UK legislation at the time of production.
15. DELIVERY- Annual bottle allocation will be dispatched by courier to the named Portfolio Shareholder’s address, as detailed on the Portfolio Purchase Form. For Portfolio Shareholders residing outside the UK or otherwise taking delivery of their annual bottle allocation outside the UK, Annandale Distillery will despatch the bottles in accordance with Her Majesty’s Revenue & Customs regulations. It will be the sole responsibility of the Portfolio Shareholder to clear the consignment of whisky through their local customs. Annandale Distillery reserves the right to increase the Annual Additional Charge to cover increased courier costs and any additional administration costs associated with overseas despatch, including prior payment of overseas duty if required.
It may be possible to export the bottled whisky overseas whilst under bond (duty suspended) but it is the Portfolio Shareholders responsibility to make the necessary arrangements and provide Annandale with the necessary release documentation.
16. CHANGE OF ADDRESS - You must notify us immediately by email of any change to your address or contact details. This will be confirmed via email and the change will not be deemed to have taken place until such confirmation is sent by you and confirmed by Annandale.
17. NON PAYMENT OR LOSS OF CONTACT - In the event that we are unable to contact you in relation to the Additional Annual Costs in September of every year, from 2021 – 2030, the Portfolio Shareholder may, a tour absolute discretion, forfeit their annual bottle allocation for the year in question.
18. THIRD PARTY RIGHTS, GOVERNING LAW AND JURISDICTION - Under this contract of sale your rights may not be transferred or assigned to a third party without our consent in writing. This contract of sale is governed by Scottish Law and you and we agree to and accept the exclusive jurisdiction of the Scottish Courts in respect of any matters arising from it. By paying for the cask Portfolio Share at the time of purchase or in signing the Portfolio Purchase Form either by hand or digitally, you agree that where this contract has been translated into a language other than English the English language version will prevail.
19. UK WAREHOUSE OWNERS AND WAREHOUSE GOODS REGULATIONS - To comply with the UK Warehouse Owners and Warehouse Goods Regulations (“WOWGR”) you are required to confirm that you are a private individual purchasing the Portfolio Share for private consumption or gifting and that the ultimate bottled Scotch Whisky produced from the Portfolio will not be sold or traded for profit. In paying for the Portfolio Share at the time of purchase or signing the Portfolio Purchase Form either by hand or digitally you are deemed to have confirmed your compliance with WOWGR.
20. INTELLECTUAL PROPERTY RIGHTS - The expressions “Annandale Distillery”, “AnnandaleWhisky”, “Annandale Single Malt Scotch Whisky”, “Man O’ Sword”, “Man O’ Words”,“Nation of Scots” and “Rascally Liquor” and all associated logos and devices are the property of Annandale Distillery Limited and the copyright, designs and all rights are owned by and intellectual property reserved by Annandale Distillery Limited.
21. LIMITATION OF LIABILITY – Except for liabilities which cannot legally be limited and liability in respect of deliberate fault, neither party shall be liable for loss of profit; loss of sales or business, loss of agreements or contracts; loss of anticipated saving, loss of data or information, loss of damage or good will, indirect or consequential damage. Annandale Distillery's total liability to the Portfolio Shareholder shall not exceed in relation to each claim the amount paid by the Portfolio Shareholder under the relevant Order.
22. FORCE MAJEURE - "Force Majeure Event" means any circumstance not in a party's reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination, or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire,explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, non-performance by suppliers or subcontractors; and interruption or failure of utility service. If Annandale Distillery is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event it shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. Annandale Distillery shall as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.