Founders' Club Membership Terms and Conditions
1 BASIS OF CONTRACT
1.1 These terms and conditions as amended from time to time (“Conditions”) constitute a contract between Toulvaddie Distillery Ltd (“Supplier”) and you (“you” or “Member”) in connection with your membership of the Supplier’s Founders’ Club (“Contract”) to the exclusion of any other terms.
1.2 The processing of an application form (“Order”) online by the Member constitutes an offer by the Member to become a member of the Founders’ Club in accordance with these Conditions. The Member is responsible for ensuring that the terms of the Order are complete and accurate.
1.3 The Order shall only be deemed to be accepted when Toulvaddie Distillery Ltd (“Supplier”) receives payment for the order, at which point the Contract shall come into existence.
1.4 The Contract constitutes the entire agreement between the parties. The Member acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
1.5 By placing an Order you acknowledge and confirm that you are at least 18 years old. The Supplier will not accept orders from, nor arrange delivery of Whisky to, any person under the age of 18 at the date of the Contract. If the Delivery Location (defined below) is specified to be outside of the United Kingdom then by placing an Order you acknowledge and confirm that you are at least of the minimum legal age to purchase alcohol in accordance with the laws of that country.
2. GOODS
2.1 The goods to be supplied by the Supplier to Members under this Contract in connection with membership of the Founders’ Club will be a membership pack including unique Founder Club member's glass and Membership Certificate. ("Membership Pack") A a 20cl bottle of new make spirit will be sent out before general rlease. Exclusive Founders Reserve bottles of Toulvaddie Single Malt in at five years (“Whisky”) 8 years and again at 10 years which will only be available to Members including 2 miniatures per bottle will be sent on each anniversary (5 and 10 years)
2.2 It is intended by the Supplier that the first bottles of Whisky will be filled from the Casks within a time period determined at the discretion of the Supplier following the third anniversary of the start of production("Production Date") and that in each of the time intervals stated above members will receive a further bottle of Single Malt.
2.3 The Supplier will use all reasonable endeavours to deliver the bottles of Whisky as set out in clause 2.2 to the Member as soon as possible following the third anniversary of the Production Date and subsequent anniversaries thereof and in any event no later than 12 months following the Production Date and subsequent anniversaries thereof.
3 DELIVERY
3.1 The Supplier shall ensure that each delivery of the Whisky is accompanied by a delivery note which shows the date of the dispatch by the Supplier’s nominated despatch company as well as all relevant Member and Supplier reference numbers and the type and quantity of the Goods.
3.2 The Supplier shall deliver the Whisky to the location detailed in the Member’s account on the Supplier’s web site. Any change in delivery address by the Member must not be done without first checking whether there are additional charges associated with the new location. If there are additional charges the Member will be liable for these prior to the shipment of the Whisky. In order to change the delivery address the Member needs to email members@toulvaddie.co.uk with the new location and upon payment of any additional charges the Member’s account will be updated. Any change of delivery address cannot be done via the Supplier’s web site.
3.3 Delivery of the Whisky shall be completed on the arrival of the Whisky at the Delivery Location, whereby title to and risk in the Whisky shall pass to the Member. In the event that a bottle is broken in transit prior to delivery, the member must promptly notify the Supplier in writing with photographic evidence, and in any event no later than seven days after the date of delivery. Provided prompt notification is received within the time period stated, the Supplier shall arrange for delivery of a replacement and may request that the Member return the broken bottle of Whisky at the cost of the Supplier.
3.4 The Supplier shall not be liable for any delay or failure in delivery of the Whisky that is caused by any event beyond its reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or default of subcontractors (“Force Majeure Event”) or which is caused by the Member’s failure to provide the Supplier with adequate delivery instructions, a correct delivery address or any other instructions that are relevant to the supply of the Whisky.
3.5 In the event of the Supplier’s total and ongoing failure to perform, and to be able to perform in future, the Contract in the event of an irremediable Force Majeure Event (including but not limited to total destruction of the Whisky and/or the Casks) no Member shall have the right to terminate this Contract and/or obtain a refund of the Membership Price (defined below) whether pro-rata or otherwise, but the Supplier retains the right to deliver alternative bottles of whisky to Members.
3.6 If the Member fails to accept delivery of the Goods within two attempts at delivery by the Supplier, then the Supplier shall return the Whisky to its premises and attempt to contact the Member by email or telephone to arrange delivery (“Last Attempt”). In the event of contact with the Member, any further delivery costs for such re-delivery of the Whisky shall be borne by the Member. If contact is not made on the Last Attempt the Supplier shall be entitled to dispose of the undelivered Whisky as it sees fit without liability to the Member and the Supplier shall be released from any future liability to deliver Whisky to that Member for the outstanding portion of the Member’s membership.
3.7 Your bottles can also be held at the distillery for collection in person.
4 QUALITY
As a consumer, you have legal rights in relation to the Whisky including in relation to any which is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards Office. Nothing in these Conditions will affect these legal rights.
5 PRICE AND PAYMENT
5.1 The membership price (“Membership Price”) for entry into the Supplier’s Founders Club is £595.00 plus delivery charges applicable to the Member’s chosen delivery location if outside the UK.
5.2 The Membership Price is inclusive of the cost of bottling the Whisky, associated dry goods (bottle, cork, labels, capsule and gift packaging), UK Duty and VAT.
5.3 Members shall pay for all delivery costs in advance when delivery outside of the UK and notification of when this is to be paid shall be requested via email. It shall be the full responsibility of the Member to pay in full any taxes, duties and other relevant sums due in connection with the importation of Whisky to their Delivery Location outside of the United Kingdom.
5.4 The Supplier will dispatch to the Member a Membership Pack on receipt of cleared payment of the full Membership Price.
5.5 Any bank or foreign exchange charges incurred by the Member is the responsibility of the Member not the Supplier.
5.6 On expiry or termination or cancellation by the Member of this Contract for any reason, or by the Supplier in accordance with clauses 3.5 or 3.6, the Supplier will not be obliged to refund all or any part of the Membership Price to any Member.
6 CUSTOMER'S CIRCUMSTANCES
Should a Member die or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation the Supplier shall continue to supply the Whisky to the Delivery Location, but shall recognise instructions in connection with the Contract (including but not limited to any amendment to a Delivery Location) only from the personal representatives, or those persons duly authorised to act on behalf of, the Member.
7 SPECIAL OFFERS
From time to time, and at its discretion, the Supplier may publish special offers available to Members in connection with various of its products on the Members section of the Supplier’s website (the “Site”). Members are required to set up an account on the Site with a Username and Password so that they can be contacted by the Supplier.
8 LIMITATION OF LIABILITY
8.1 If the Supplier fails to comply with these Conditions, it will be responsible for loss or damage suffered by the Member that is a foreseeable result of its breach of the Conditions or the Supplier’s negligence, but the Supplier is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of the Supplier’s breach or if they were contemplated by both the Member and the Supplier at the time of entry into this Contract.
8.2 The Supplier supplies the Whisky for domestic and private use. The Member agrees not to use the Whisky for any commercial, business or re-sale purpose.
8.3 The Supplier has no liability to the Member for any consequential loss, any indirect loss or for loss of profit, loss of business, business interruption, or loss of business opportunity.
8.4 The Supplier does not exclude or limit in any way its liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation, breach of the terms implied by sections 12, 13, 14 and 15 of the Sale of Goods Act 1979 and defective products under the Consumer Protection Act 1987.
8.5 Subject to clause 8.4 the Supplier's total liability to the Member 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 Membership Price.
9 HOW WE MAY USE YOUR PERSONAL INFORMATION
The Supplier will use the personal information provided to it to provide the Whisky to the Member and perform its obligations under the Contract, process the payment of the Membership Price and inform the Member about similar products or services that the Supplier provides, but the Member may choose to stop receiving these at any time by contacting the Supplier stating that he no longer wishes to receive such communications. The Supplier will not give the Member’s personal data to any other third party without the Member’s prior written consent.
10 GENERAL
10.1 Assignment and subcontracting. The Supplier may at any time assign, transfer, charge, subcontract ordeal in any other manner with all or any of its rights or obligations under the Contract. The Member may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
10.2 Notices. The Supplier is a company registered in Scotland with company registration number SC521441 with its registered office being at 21 Cromartie Gardens, Tain IV19 1BY. If a Member has any questions or complaints, he should contact the Supplier by telephoning on 01862 808138 or by e-mail at “members@toulvaddie.co.uk”. If a Member wishes to contact the Supplier in writing, or if any clause in these Conditions requires a Member to give the Supplier notice in writing, this should be sent to the Supplier by e-mail, by hand, or by pre-paid post using the Supplier’s contact details above. The Supplier will confirm receipt of this by contacting the Member in writing. If the Supplier has to contact a Member or give a Member notice in writing, it will do so by e-mail, by hand, or by pre-paid post to the address provided to the Supplier in the Order.
10.3 Severance. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
10.7 Governing law and jurisdiction. 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 Scottish law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Scotland.