TERMS & CONDITIONS

Bordeaux Liquid Gold Pte. Ltd. (Company registration No. 201009065C) is a company incorporated in Singapore with it’s registered place of business at 60 Paya Lebar Road, #06-48 Paya Lebar Square. Singapore 409051(“BLG”).

Any individual or entity who wishes to order, trade or conduct a business transaction with BLG shall be deemed to have read, understood and accepted the terms and conditions herein.

Wine has generally been considered as a medium term investment, with a recommended holding period of approximately three (3) years in order to maximise returns on investment. However, just like any other investment, there are risks involved and valuations depend on a number of factors which includes market conditions.

1. DEFINITIONS AND INTERPRETATIONS

Unless the context so otherwise requires, the following capitalized terms shall have the meanings ascribed to them as follows:-

“BLG” refers to Bordeaux Liquid Gold Pte. Ltd.

“Customer” refers to the individual or corporate entity who wishes to conduct a business transaction with BLG and whose particulars will be stated in the Order Form or the Sales Request Form(as the case may be).

“Designated Warehouse” refers to the warehouse designated by BLG in Singapore or elsewhere, which BLG shall use for storage of the Merchandise.

“Order Form” refers to the form by which the Customer makes an order of Merchandise with BLG.

“Merchandise” refers to the goods which BLG are to supply to the Customer in accordance with the terms of the agreement, including En Primeur wines, if applicable.

“Merchandise Withdrawal Form” refers to the form by which the Customer instructs BLG to withdraw the relevant Merchandise from the Designated Warehouse for delivery to a location designated by the Customer.

“Order Price” refers to the price stated in the Order Form in relation to the Merchandise ordered by the Customer. The Order Price shall include all taxes, levies, duties, delivery charges or expenses in relation to the Merchandise.

“Sales Request Form” refers to the form by which the Customer instructs BLG to sell Merchandise stored in the Designated Warehouse.

“Sales Price” refers to the price stated in the Sales Request Form in relation to the Merchandise to be sold from the Designated Warehouse. The Sales Price shall be nett of all taxes, levies, duties, delivery charges or expenses incurred by BLG in relation to the sale.

“Withdrawal Price” refers to the price stated in the Merchandise Withdrawal Form in relation to the cost of withdrawing and/or delivery of the Merchandise from the Designated Warehouse to a location designated by the Customer, and shall include all taxes, levies, duties, delivery charges or expenses incurred by BLG in relation to the withdrawal.

The use of the singular herein shall be use to construe the plural and vice versa, and the use of any gender shall include all genders.

2. PLACEMENT OF ORDERS

2.1 Any order by the Customer shall first be made by completing and submitting the Order Form with the requisite details. The Order Form can be obtained from any authorized representative of BLG and shall be submitted to an authorized representative of BLG.

2.2 The Customer is responsible for verifying the accuracy of the information in the Order Form and BLG has the right to reject or amend any order at its absolute discretion.

2.3 The Customer will receive an acknowledgement from BLG upon receipt of the Order Form. Receipt of the Order Form by BLG does not constitute acceptance until BLG informs the Customer in writing that his order is accepted. In this regard, BLG will inform the Customer within ten (10) days.

2.4 In the event the order is amended by BLG, the Customer then has ten (10) days in which to decide whether he wishes to confirm the confirm the order as amended.

2.5 In the event, BLG does not amend or reject the order, a valid and binding agreement between BLG and the Customer is formed when BLG informs the Customer in writing that the order is accepted. However, in the event BLG amends the order, a valid agreement is formed when the Customer confirms acceptance of the order as amended by BLG, within ten (10) days. In any event, the agreement between BLG and the Customer shall incorporate the terms and conditions herein.

2.6 BLG may, but shall not be obliged to accept, any amendment or cancellation sought by the Customer for whatever reason, after a valid agreement has been formed as provided above. In the event BLG agrees to cancel the agreement as requested, the Customer accepts that BLG shall be entitled to retain the deposit paid by the Customer. In addition to the retention of the deposit, BLG may also recover from the Customer, any and all losses, damages and/or expenses incurred by BLG as a result of the Customer’s cancellation or amendment.

3. NO WARRANTIES

3.1 BLG’s employees or agents are not authorized to make any representations or warranties in relation to the Merchandise. The Customer shall not rely on any representations or warranties made by BLG’s employees or agents unless confirmed in writing by BLG.

3.2 BLG does not warrant or undertake any of the following in relation to the Merchandise:

(a) The commercial merits or market value or appreciation in price of any of the Merchandise. In this regard, the Customer acknowledges that BLG is not in the business of giving financial or investment advice. The Customer also accepts that there are risks arising from investment in the Merchandise and the Customer makes his own judgement in respect of any order or sale.

(b) The Customer acknowledges that any valuation of the Merchandise by BLG, including any valuation provided on BLG’s website or any valuation report provided to the Customer, is a best estimate, based on sources which BLG believes to be reliable. The information provided, is for the Customer’s personal use only, and is not to be communicated to any other party without BLG’s prior written consent. Valuations are also subject to change without notice.

(d) That the Merchandise comply with any external marketing materials, promotions, samples or packaging.

4. RISKS AND INDEMNITY

4.1 Notwithstanding anything herein, the property in the Merchandise shall not pass to the Customer until full payment has been made to BLG for the Merchandise.

4.2 In the case of Merchandise to be delivered from the Designated Warehouse to a location specified by the Customer, the risk of damage or loss of the Merchandise shall be passed to the Customer at the time of delivery or, if the Customer fails to take delivery of the Merchandise, at the time when BLG has tendered delivery and has informed the Customer.

4.3 BLG shall not, under any circumstances, be liable for any indirect or consequential loss or damage arising from wastage, spoilage or deterioration of any of the Merchandise, the loss of market value or the decline in value of the Merchandise.

4.4 Any recommendation(s) by BLG in relation to the storage, application or use of Merchandise is based on BLG’s experience and analysis, and BLG shall not be liable for such recommendation(s).

4.5 Notwithstanding anything herein, BLG’s maximum liability to the Customer (if any) in respect of delivery of Merchandise shall be limited to the costs incurred by the Customer in purchasing in the most competitive market available, the same or similar merchandise to replace the Merchandise which has not been delivered.

5. PRICE AND PAYMENT METHOD

5.1 Time of payment by the Customer to BLG is of the essence. Unless otherwise instructed by BLG, the Customer shall within three (3) working days of acceptance by BLG of the Order Form, deposit an amount equivalent to 5% of the Order Price into an account designated by BLG. In the event the Customer fails to place such a deposit, BLG reserves the right to cancel the order accordingly.

5.2 The Customer shall pay the remaining 95% of the Order Price into the designated account no later than fourteen (14) days after acceptance by BLG of the Order Form or confirmation by the Customer of the order as amended by BLG. In the event that the Customer fails to make such payment, BLG is entitled to retain any deposit made by the Customer.

5.3 All prices shall be as stated in the Order Form. In the event that any factor beyond the reasonable control of BLG occurs which leads to an increase in the cost of the Merchandise to BLG, BLG reserves the right to increase the price of the Merchandise by informing the Customer. For the avoidance of doubt, such events include currency regulations, significant and sudden increase in the cost of transportation, any change of delivery dates at the request of the Customer, or any delay caused by the actions or omissions of the Customer.

5.4 In the event that the Customer does not wish to accept any price increase as per Clause 5.3, the Customer shall within three (3) business days inform BLG. BLG shall treat the order as cancelled and refund all monies paid by the Customer in relation to the Order Price.

6. DELIVERY AND STORAGE

6.1 Unless otherwise agreed, all prices reflected in the Order Form shall include:-

(a) Storage of the Merchandise for up to three (3) years at the Designated Warehouse;

(b) Insurance on the total value of the Merchandise for the entire period of storage under the Designated Warehouse; and

6.2 In the event that the Customer choose to sell or gives BLG instruction to deliver the Merchandise prior to the expiry of the three (3) year storage period, there shall be no refund in relation to the unutilized storage period.

6.3 Upon the expiry of the three (3) year storage period, the Customer are liable to extend their storage/insurance for another 3 years by paying yearly 2% of the purchased price of the wines or the Customer shall forthwith arrange for collection of the Merchandise, within twenty-one (21) days, failing which the Customer shall be liable to pay BLG's prevailing administrative and storage charges until the date when the Merchandise is finally collected.

6.4 Time for delivery by BLG to the Customer shall not be of the essence unless previously agreed by BLG in writing. BLG shall inform the Customer of any delay in delivery of the Merchandise and shall not be liable for such delay.

6.5 In the event that delivery instructions are not clear to BLG or if the Customer fails to take the delivery of the Merchandise within a reasonable period of time, BLG is entitled to:

(a) Store the Merchandise until actual delivery and charge the Customer for any additional reasonable storage costs or insurance; or

(b) Sell the Merchandise by giving the Customer one (1) week’s notice in writing at the best price readily obtainable. In the event that such sale, after netting off storage and insurance costs, results in an amount less than that stipulated in the Order Form, BLG is entitled to recover the difference from the Customer as a debt due.

6.6 The Designated Warehouse shall provide the Customer with an insurance certificate for the Merchandise stored. The Customer shall bear the risk and have no recourse or claim against BLG in the event the Designated Warehouse becomes insolvent and goes into liquidation whether voluntary or compulsory.

6.7 BLG shall be entitled to terminate the agreement in the event the Customer if an individual, commits an act of bankruptcy or if the Customer is a body corporate, makes a voluntary arrangement with its creditors or goes into liquidation whether voluntary or compulsory. A termination in such a scenario shall be without prejudice to any rights which BLG may have against the Customer.

7. SALE/ WITHDRAWAL OF MERCHANDISE

Sale of Merchandise

7.1 The Customer may effect a sale of the Merchandise either on his own or through BLG. In the event the Customer chooses to sell the Merchandise stored in the Designated Warehouse through BLG, it shall inform BLG by completing the Sales Request Form with the requisite details. Sales Request Forms can be obtained from any authorized representative of BLG and shall be submitted to an authorized representative of BLG.

7.2 The procedure for sale of Merchandise stored in the Designated Warehouse shall be as follows:-

(a) Upon submission of the Sales Request form by the Customer to BLG, BLG shall within fourteen (14) days, exercise best endeavors , to find a buyer for the Merchandise and if a buyer is found, shall inform the Customer of the Sales Price accordingly.

(b) The Customer shall decide whether or not to accept the Sales Price.

(c) In the event BLG is unable find a buyer within fourteen (14) days, BLG will inform the Customer and the Customer is at liberty to find his own buyer.

7.3 The Customer is not obliged to accept the Sales Price. In the event of acceptance of the Customer of the Sales Price, BLG shall, as soon as reasonably possible, sell the Merchandise to the relevant buyer. Proceeds of the sale shall be issued by way of a cheque from BLG to the Customer, within forty-two (42) days of acceptance of the Customer of the Sales Price, after deducting a brokerage fee of 10% of the Sales Price to which BLG is entitled.

Withdrawal of Merchandise

7.4 Customers are entitled to withdraw the Merchandise from the Designated Warehouse at anytime by completing the Merchandise Withdrawal Form. Merchandise Withdrawal Forms can be obtained from any authorized representative of BLG and shall be submitted to an authorized representative of BLG.

7.5 Upon receipt of the Merchandise Withdrawal Form, BLG shall, as soon as reasonably possible, inform the Customer of the Withdrawal Price, and shall proceed with the relevant withdrawal and delivery of the Merchandise upon receipt of payment from the Customer of the Withdrawal Price.

8. AMENDMENTS

BLG reserves the right to amend, add or vary any of the terms and conditions herein, as and when deemed necessary in its sole discretion.

9. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CAP 53B)

A person who is not a party to any agreement between BLG and a Customer, shall not have any right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the terms and conditions herein.

10. SEVERABILITY

If any of the terms and conditions herein are deemed illegal or unenforceable by law, then only that portion of the terms and conditions shall be deemed null and avoid without affecting all other terms and conditions. An agreement shall, exclusive of the illegal or unenforceable portion, still be valid and subsisting between BLG and the Customer unless the illegal or unenforceable portion renders such an agreement impossible.

11. ASSIGNMENT AND TRANSFER

11.1 No Customer is permitted to assign any of his obligations or rights under these terms and conditions to any other third party, without the prior written consent of BLG.

11.2 Customers are not permitted to transfer any Merchandise to any third party without the prior written approval of BLG. In the event that any transfer is accepted by BLG, BLG is entitled to be paid an administration and service fee equivalent to 2% of the market value of the Merchandise, as well as any taxes, levies, duties, delivery charges or expenses incurred by BLG in relation to the transfer.

12. FORCE MAJEURE

BLG shall not be held responsible, in any capacity whatsoever, for any delays or failures due to reasons or events beyond the reasonable control of BLG. Such reasons or events shall include, but not be limited to:

(a) Acts of God, including fires, explosions, floods, typhoons, hurricanes, tsunamis and any other natural disaster;

(b) War or threat of war, civil disturbances or civil unrest or acts of terrorism;

(c) Changes in law including export/import regulations in any relevant jurisdiction or the imposition of any embargoes that will affect the business of BLG;

(d) Strikes, lock-outs or any other industrial action or trade dispute; and

(e) Default of 3rd party suppliers or independent agents.

13. GOVERNING LAW AND JURISDICTION

The terms and conditions herein shall be construed in accordance with Singapore Law and all disputes, controversies or differences arising out of or in connection with this agreement shall be submitted to the Singapore Mediation Centre and the Singapore International Arbitration Centre for resolution by med-arb in accordance with the SMC-SIAC Med-Arb Procedure for the time being in force, which procedure is deemed to be incorporated by reference into this clause.