Terms and conditions
1 APPLICATION OF TERMS
1.1 Words and phrases that are defined in clause 17 have the same meaning when used elsewhere in these Terms. Defined terms are generally indicated by the use of a capital letter.
1.2 The supply of Products and Services by MONTES AURI SA, and business undertaken by MONTES AURI SA, is in all cases subject to these Terms and Conditions. No person can act on behalf of MONTES AURI SA without a written permission signed by a duly authorized representative on behalf of MONTES AURI SA.
1.3 MONTES AURI SA may add to or amend these Terms and Conditions at any time by giving notice to the Client by e-mail or post. Such addition or amendment will take effect 30 days after notice is given, or later in accordance with its terms. Without limitation, continued placement of orders by the Client with MONTES AURI SA after the notice has been given will be conclusive evidence that the Client has accepted the terms as added to or amended.
2 CLIENT AGREEMENT
2.1 The Client agrees to these Terms by submitting an online request.
3 CLIENT ORDERS
3.1 The Client may ask MONTES AURI SA at any time to place an order on the Client's behalf. In doing so, the Client appoints MONTES AURI SA as their agent and authorizes MONTES AURI SA to do and undertake any acts it may consider necessary or desirable in order to facilitate such a purchase, whether on the open market, En Priemur, by auction, or otherwise.
3.2 An order placed by a Client, by whatever means, with MONTES AURI SA may not be cancelled.
3.3 En Primeur subscription package orders must be guaranteed by an agreed deposit equal to an annual investment specified in Subscription Options and selected by the Client on or before the March 1 of the calendar year preceding the En Primeur campaign of the same year. Wine allocations will be distributed on a “First Come First Served" basis with priority given to earliest orders received and prepaid. MONTES AURI SA will request from a Client payment of any difference between an agreed deposit and the final value of an order if such value exceeds the agreed deposit.
3.4 Without limiting clause 3.1, MONTES AURI SA may reject any order placed by a Client if there is not a sufficient quantity of Products available to MONTES AURI SA or if the terms upon which such Products are available are not acceptable to MONTES AURI SA in its sole discretion.
3.5 In case MONTES AURI SA cannot fulfill the Client order partially or in full due to unavailability of Products or insufficient quantity of Products then any money that has been paid to MONTES AURI SA will be either returned by MONTES AURI SA to the Client or held as a deposit for future orders upon instructions from a Client.
4 MANAGEMENT FEES
4.1 Management Fee:
4.1.1 A management fee payable to MONTES AURI SA equals flat amounts indicated in Schedule 1 of these Terms. In case the Client opts for the Burgundy Grand Cru Côte d'Or a management fee equals 19% of the value of the Client's order. This fee covers the acquisition of Products, Client's inventory insurance, delivery of Products to the Client's account with the Storage Facility in the United Kingdom, all realted management costs of MONTES AURI SA, and storage of the Client's inventory in the Storage Facility for an unlimited period of time.
4.1.2 Exit Fee: MONTES AURI SA will charge 5% exit fee if the Client engages MONTES AURI SA to facilitate sale of the wine portfolio. The fee is calculated based on the value of sold portfolio. In case the Client requests to ship Products for personal consumption or engages any company other than MONTES AURI SA as an agent or a broker the exit fee will not be charged.
5 VALUATIONS
5.1 Valuations of the investor's portfolio will be provided to a Client by MONTES AURI SA on a regular on-demand basis. Prices are provided independently by Wine Searcher, the leading global wine search engine and price comparison database. Provided valuations are for indicative purposes only and do not guarantee the liquidation price of wine investments at any time.
6 NEW INVESTMENTS
6.1 Throughout the term of the investment any new capital investment made by the investor will be subject to our management fee per clause 4 of the Terms.
7 PAYMENT
7.1 The price payable by a Client for any Products 0rdered by a Client and supplied by MONTES AURI SA will be equal to a price at which MONTES AURI SA sources Products from a third party merchant.
7.2 Payment in full for Products ordered by a Client must be made in cash to the account of MONTES AURI SA.
8 TAXES AND EXPENSES
8.1 Taxes, levies, and duties, including VAT, (if any) which apply to the supply of any Product will be borne by MONTES AURI SA, if the price at which MONTES AURI SA supplies such Product is expressed to be inclusive of the particular taxes, levies, and duties; and
8.1.2 In every other case, texes and expenses must be borne by the Client.
9 NON-PAYMENT
9.1 If any amount is due and payable to MONTES AURI SA by a Client but remains unpaid, MONTES AURI SA may (without the need for further notice or demand and without prejudice to any otherrights or remedies which may be available to it) do any one or more of the following:
9.1.1 charge and recover interest on the outstanding amount, calculated daily at the rate 12% (percent) per annum;
9.1.2 take possession of any Products or any other goods held in the Storage Facility on the Client's behalf, sell the same and, after deducting the costs of such sale and the amount owing to MONTES AURI SA, remit the balance (if any) to the Client;
9.1.3 cancel any outstanding order placed by the Client and apply any amount paid in respect of such order to the payment of amounts owing to MONTES AURI SA.
10 DELIVERY
10.1 All Products ordered by a Client will be delivered into the Storage Facility.
10.2 If, following acceptance of a Client's order, any Product specified therein becomes unavailable for any reason, MONTES AURI SA will use its best endeavors to source a replacement in the market.
11 STORAGE AND COLLECTION
11.1 Products delivered into the Storage Facility will be stored until the Client arranges to liquidate portfolio or collect them.
11.2 At least 3 Business Days notice of collection, specifying the particular Products to be collected, must be given by the Client to ensure that those Products will be available for collection by or on behalf of the Client. MONTES AURI SA is under no obligation to make Products available for collection from the Storage Facility until the Client has paid to MONTES AURI SA all amounts owing to MONTES AURI SA including Exit Fee in accordance with p. 4.1.2
11.3 MONTES AURI SA may agree to dispatch the Products to the Client or to an address nominated by the Client, but the costs of so dispatching the Products and any other expenses of collection will be the sole responsibility of the Client.
12 INSURANCE
12.1 MONTES AURI SA will take out and maintain a policy of insurance which covers the Products for their declared replacement value against the risks of physical loss, destruction and damage, at all times from actual receipt of the Products into the Storage Facility until they are made available for collection or dispatched. Such policy of insurance will be subject to exclusions, limitations and other terms as set out in the policy terms and conditions.
12.2 MONTES AURI SA will promptly provide to a c Client on whose behalf MONTES AURI SA holds or has at any time held Products in the Storage Facility a copy of the terms and conditions of the insurance policy taken out pursuant to this clause 12.1.
12.3 The liability of MONTES AURI SA to the Client in respect of any Products insured pursuant to clause 12.1 is limited to the proceeds actually recovered by MONTES AURI SA under such policies of insurance, less:
12.3.1 any excess paid or payable by MONTES AURI SA in respect of the claim; and
12.3.2 any other costs (including, but not limited to, legal and administrative costs) incurred by MONTES AURI SA in making or pursuing such claim.
13 TITLE OF OWNERSHIP AND DOCUMENTATION
13.1 Fully paid invoice for products and services issued by MONTES AURI SA serves as a Title of Ownership to the Products.
13.2 MONTES AURI SA will provide the Client with confirmation of payment if required.
14 SALE
14.1 The Client may ask MONTES AURI SA at any time after the Delivery Date to value the Product and to arrange for the sale of the Product on the Client's behalf. In doing so, the Client appoints MONTES AURI SA as their agent and authorizes MONTES AURISA to do and undertake any acts it may consider necessary or desirable in order to facilitate such a sale, whether by auction, private sale or otherwise.
14.2 MONTES AURISA will try to sell the Product at the best price obtainable within the agreed timeframe upon receiving instructions from the Client to sell. Prior to any sale MONTES AURISA will agree with the Client a minimum or reserve price they will accept.
14.3 VINTAGE WINES SA will charge an exit fee for the sale of the Product as specified in p. 4.1.2. However, expenses may be incurred if the Product is sold through a third party such as an auction house. Such expenses are then paid by the Client.
15 VINTAGE WINES SA LIABILITY
15.1 The Client acknowledges that the nature of the Products is such that MONTES AURISA cannot and does not warrant:
15.1.1 the quality, drinkability, fitness for use or purpose or freedom from defect or natural deterioration of the Products; or
15.1.2 the market value or appreciation in value of the Products.
15.2 MONTES AURISA expressly excludes all warranties, conditions and representations whether express or implied. To the extent to which such warranties, conditions and representations cannot be excluded or restricted, these Terms will be read subject to those warranties, conditions and representations;
15.2.1 subject to clause 10.2, MONTES AURI SA's liability is limited to, at its option:
15.2.1.1 in case of Products – to re-supplying equivalent products, or paying to the Client the cost of such re-supply; and
15.2.1.2 in case of Services – to supplying the Services again or paying to the Client the cost of having the Services supplied again.
16 OTHER TERMS
16.1 Any part of these Terms and Conditions which is invalid or unenforceable will be read down or severed to the extent of such invalidity or unenforceability, without affecting the remaining provisions.
16.2 MONTES AURI SA may in its discretion sub-contract the performance of any part of its obligations under these Terms and Conditions.
16.3 The Client may not assign the benefit of these Terms and Conditions without MONTES AURI SA's prior consent in writing.
16.4 These Terms and Conditions shall be governed by Swiss Law and be subject to the exclusive jurisdiction of the Swiss courts.
17 DEFINITIONS
17.1 In these Terms the following definitions apply:
17.1.1 “Business Day" means any day other than a Saturday, Sunday or public holiday in Switzerland;
17.1.2 “Claim" includes any loss, claim, demand, damages, expense or cost (including legal costs) incurred by the Client or brought against the Client by any other person whether in contract or tort, under statute or otherwise;
17.1.3 “Client" includes any person to whom MONTES AURI SA provides Products or Services;
17.1.4 “VAT" Value Added Tax;
17.1.5 “Products" means any wine provided by MONTES AURI SA to the Client;
17.1.6 “Services" means any storage, delivery or other services provided or performed by MONTES AURI SA for the Client;
17.1.7 “Storage Facility" means a suitable facility for storage of the Products as determined from time to time by MONTES AURI SA in its discretion;
17.1.8 “Terms and Conditions" means these Terms and Conditions as varied from time to time in accordance with clause 1.3.
1.1 Words and phrases that are defined in clause 17 have the same meaning when used elsewhere in these Terms. Defined terms are generally indicated by the use of a capital letter.
1.2 The supply of Products and Services by MONTES AURI SA, and business undertaken by MONTES AURI SA, is in all cases subject to these Terms and Conditions. No person can act on behalf of MONTES AURI SA without a written permission signed by a duly authorized representative on behalf of MONTES AURI SA.
1.3 MONTES AURI SA may add to or amend these Terms and Conditions at any time by giving notice to the Client by e-mail or post. Such addition or amendment will take effect 30 days after notice is given, or later in accordance with its terms. Without limitation, continued placement of orders by the Client with MONTES AURI SA after the notice has been given will be conclusive evidence that the Client has accepted the terms as added to or amended.
2 CLIENT AGREEMENT
2.1 The Client agrees to these Terms by submitting an online request.
3 CLIENT ORDERS
3.1 The Client may ask MONTES AURI SA at any time to place an order on the Client's behalf. In doing so, the Client appoints MONTES AURI SA as their agent and authorizes MONTES AURI SA to do and undertake any acts it may consider necessary or desirable in order to facilitate such a purchase, whether on the open market, En Priemur, by auction, or otherwise.
3.2 An order placed by a Client, by whatever means, with MONTES AURI SA may not be cancelled.
3.3 En Primeur subscription package orders must be guaranteed by an agreed deposit equal to an annual investment specified in Subscription Options and selected by the Client on or before the March 1 of the calendar year preceding the En Primeur campaign of the same year. Wine allocations will be distributed on a “First Come First Served" basis with priority given to earliest orders received and prepaid. MONTES AURI SA will request from a Client payment of any difference between an agreed deposit and the final value of an order if such value exceeds the agreed deposit.
3.4 Without limiting clause 3.1, MONTES AURI SA may reject any order placed by a Client if there is not a sufficient quantity of Products available to MONTES AURI SA or if the terms upon which such Products are available are not acceptable to MONTES AURI SA in its sole discretion.
3.5 In case MONTES AURI SA cannot fulfill the Client order partially or in full due to unavailability of Products or insufficient quantity of Products then any money that has been paid to MONTES AURI SA will be either returned by MONTES AURI SA to the Client or held as a deposit for future orders upon instructions from a Client.
4 MANAGEMENT FEES
4.1 Management Fee:
4.1.1 A management fee payable to MONTES AURI SA equals flat amounts indicated in Schedule 1 of these Terms. In case the Client opts for the Burgundy Grand Cru Côte d'Or a management fee equals 19% of the value of the Client's order. This fee covers the acquisition of Products, Client's inventory insurance, delivery of Products to the Client's account with the Storage Facility in the United Kingdom, all realted management costs of MONTES AURI SA, and storage of the Client's inventory in the Storage Facility for an unlimited period of time.
4.1.2 Exit Fee: MONTES AURI SA will charge 5% exit fee if the Client engages MONTES AURI SA to facilitate sale of the wine portfolio. The fee is calculated based on the value of sold portfolio. In case the Client requests to ship Products for personal consumption or engages any company other than MONTES AURI SA as an agent or a broker the exit fee will not be charged.
5 VALUATIONS
5.1 Valuations of the investor's portfolio will be provided to a Client by MONTES AURI SA on a regular on-demand basis. Prices are provided independently by Wine Searcher, the leading global wine search engine and price comparison database. Provided valuations are for indicative purposes only and do not guarantee the liquidation price of wine investments at any time.
6 NEW INVESTMENTS
6.1 Throughout the term of the investment any new capital investment made by the investor will be subject to our management fee per clause 4 of the Terms.
7 PAYMENT
7.1 The price payable by a Client for any Products 0rdered by a Client and supplied by MONTES AURI SA will be equal to a price at which MONTES AURI SA sources Products from a third party merchant.
7.2 Payment in full for Products ordered by a Client must be made in cash to the account of MONTES AURI SA.
8 TAXES AND EXPENSES
8.1 Taxes, levies, and duties, including VAT, (if any) which apply to the supply of any Product will be borne by MONTES AURI SA, if the price at which MONTES AURI SA supplies such Product is expressed to be inclusive of the particular taxes, levies, and duties; and
8.1.2 In every other case, texes and expenses must be borne by the Client.
9 NON-PAYMENT
9.1 If any amount is due and payable to MONTES AURI SA by a Client but remains unpaid, MONTES AURI SA may (without the need for further notice or demand and without prejudice to any otherrights or remedies which may be available to it) do any one or more of the following:
9.1.1 charge and recover interest on the outstanding amount, calculated daily at the rate 12% (percent) per annum;
9.1.2 take possession of any Products or any other goods held in the Storage Facility on the Client's behalf, sell the same and, after deducting the costs of such sale and the amount owing to MONTES AURI SA, remit the balance (if any) to the Client;
9.1.3 cancel any outstanding order placed by the Client and apply any amount paid in respect of such order to the payment of amounts owing to MONTES AURI SA.
10 DELIVERY
10.1 All Products ordered by a Client will be delivered into the Storage Facility.
10.2 If, following acceptance of a Client's order, any Product specified therein becomes unavailable for any reason, MONTES AURI SA will use its best endeavors to source a replacement in the market.
11 STORAGE AND COLLECTION
11.1 Products delivered into the Storage Facility will be stored until the Client arranges to liquidate portfolio or collect them.
11.2 At least 3 Business Days notice of collection, specifying the particular Products to be collected, must be given by the Client to ensure that those Products will be available for collection by or on behalf of the Client. MONTES AURI SA is under no obligation to make Products available for collection from the Storage Facility until the Client has paid to MONTES AURI SA all amounts owing to MONTES AURI SA including Exit Fee in accordance with p. 4.1.2
11.3 MONTES AURI SA may agree to dispatch the Products to the Client or to an address nominated by the Client, but the costs of so dispatching the Products and any other expenses of collection will be the sole responsibility of the Client.
12 INSURANCE
12.1 MONTES AURI SA will take out and maintain a policy of insurance which covers the Products for their declared replacement value against the risks of physical loss, destruction and damage, at all times from actual receipt of the Products into the Storage Facility until they are made available for collection or dispatched. Such policy of insurance will be subject to exclusions, limitations and other terms as set out in the policy terms and conditions.
12.2 MONTES AURI SA will promptly provide to a c Client on whose behalf MONTES AURI SA holds or has at any time held Products in the Storage Facility a copy of the terms and conditions of the insurance policy taken out pursuant to this clause 12.1.
12.3 The liability of MONTES AURI SA to the Client in respect of any Products insured pursuant to clause 12.1 is limited to the proceeds actually recovered by MONTES AURI SA under such policies of insurance, less:
12.3.1 any excess paid or payable by MONTES AURI SA in respect of the claim; and
12.3.2 any other costs (including, but not limited to, legal and administrative costs) incurred by MONTES AURI SA in making or pursuing such claim.
13 TITLE OF OWNERSHIP AND DOCUMENTATION
13.1 Fully paid invoice for products and services issued by MONTES AURI SA serves as a Title of Ownership to the Products.
13.2 MONTES AURI SA will provide the Client with confirmation of payment if required.
14 SALE
14.1 The Client may ask MONTES AURI SA at any time after the Delivery Date to value the Product and to arrange for the sale of the Product on the Client's behalf. In doing so, the Client appoints MONTES AURI SA as their agent and authorizes MONTES AURISA to do and undertake any acts it may consider necessary or desirable in order to facilitate such a sale, whether by auction, private sale or otherwise.
14.2 MONTES AURISA will try to sell the Product at the best price obtainable within the agreed timeframe upon receiving instructions from the Client to sell. Prior to any sale MONTES AURISA will agree with the Client a minimum or reserve price they will accept.
14.3 VINTAGE WINES SA will charge an exit fee for the sale of the Product as specified in p. 4.1.2. However, expenses may be incurred if the Product is sold through a third party such as an auction house. Such expenses are then paid by the Client.
15 VINTAGE WINES SA LIABILITY
15.1 The Client acknowledges that the nature of the Products is such that MONTES AURISA cannot and does not warrant:
15.1.1 the quality, drinkability, fitness for use or purpose or freedom from defect or natural deterioration of the Products; or
15.1.2 the market value or appreciation in value of the Products.
15.2 MONTES AURISA expressly excludes all warranties, conditions and representations whether express or implied. To the extent to which such warranties, conditions and representations cannot be excluded or restricted, these Terms will be read subject to those warranties, conditions and representations;
15.2.1 subject to clause 10.2, MONTES AURI SA's liability is limited to, at its option:
15.2.1.1 in case of Products – to re-supplying equivalent products, or paying to the Client the cost of such re-supply; and
15.2.1.2 in case of Services – to supplying the Services again or paying to the Client the cost of having the Services supplied again.
16 OTHER TERMS
16.1 Any part of these Terms and Conditions which is invalid or unenforceable will be read down or severed to the extent of such invalidity or unenforceability, without affecting the remaining provisions.
16.2 MONTES AURI SA may in its discretion sub-contract the performance of any part of its obligations under these Terms and Conditions.
16.3 The Client may not assign the benefit of these Terms and Conditions without MONTES AURI SA's prior consent in writing.
16.4 These Terms and Conditions shall be governed by Swiss Law and be subject to the exclusive jurisdiction of the Swiss courts.
17 DEFINITIONS
17.1 In these Terms the following definitions apply:
17.1.1 “Business Day" means any day other than a Saturday, Sunday or public holiday in Switzerland;
17.1.2 “Claim" includes any loss, claim, demand, damages, expense or cost (including legal costs) incurred by the Client or brought against the Client by any other person whether in contract or tort, under statute or otherwise;
17.1.3 “Client" includes any person to whom MONTES AURI SA provides Products or Services;
17.1.4 “VAT" Value Added Tax;
17.1.5 “Products" means any wine provided by MONTES AURI SA to the Client;
17.1.6 “Services" means any storage, delivery or other services provided or performed by MONTES AURI SA for the Client;
17.1.7 “Storage Facility" means a suitable facility for storage of the Products as determined from time to time by MONTES AURI SA in its discretion;
17.1.8 “Terms and Conditions" means these Terms and Conditions as varied from time to time in accordance with clause 1.3.
