Terms and Conditions

CAVEX USER AGREEMENT “The Buyer”

1. Overview

1.1 Introduction. This document sets out the terms and conditions (the “Agreement”) under which Cavex Limited (hereinafter referred as Cavex, “Us” or “We” where applicable) provides you (hereinafter referred to as “you“, “You“, “Your” or “Buyer“) the opportunity to purchase wines listed on the Cavex Website at www.cavex.co.uk (the “Website“) from third party Sellers. By using the Website and purchasing wines over the Website you expressly agree to be bound by the following terms and conditions.

We strongly recommend that you read this Agreement in full, and in any event by continuing to use our Website and buy wines via our Website you will be bound by the terms and conditions of this Agreement.

1.2 Modification. If we decide to amend, alter or otherwise change the terms of the Agreement, we shall notify you by posting a revised version of the Agreement on the Website and emailing you at your registered email address. Such new agreement will automatically take effect and replace the terms of this Agreement. Your continued use of the Website will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, immediately remove any of your wine listings from the Website and do not continue to use the Website.

1.3 About Us. Cavex is a limited liability company registered in England and Wales. We can be reached at +44 (0) 1491 576 300 or by contacting us at www.cavex.co.uk/contactus.  We are an exchange service and not a wholesale or retail merchant.

2. Registration

2.1 Registration. Registration is required for Buyers to purchase wines from Sellers via the Website. Buyers may register with us by providing their full name, address, phone number, email address, bonded storage account number and the relevant address details. Non UK residents will also be required to provide their passport details for proof of identity and a nominated export shipper must also be confirmed before a purchase can be made. Please refer to our Privacy Policy on the Website for more details on how we use and protect personal information. Access to the website is granted with immediate effect, but trading privileges will not be activated until We have spoken to Members personally. It is in Cavex’s absolute discretion to decide if a Buyer qualifies (or continues to be qualified) as a Buyer.

2.2 Username and Password. You will need a valid email address for a username and a password to access certain areas of the Website. You are responsible for maintaining the security of this username and password and for any action taken under this username or password. We take all reasonable steps to ensure the security of this information on our systems; please visit the Website for more information about the security software we employ.

2.3 Reachable. The Buyer agrees to be reachable by telephone during their normal business hours. It is the Buyer’s duty to respond to all enquiries from Cavex in relation to wines they have purchased on the Website by telephone and/or email in a prompt and timely manner. The Buyer recognises that in order to facilitate an efficient marketplace for live wine prices, certain enquiries and disputes need to be resolved quickly, particularly in cases where stock errors/discrepancies have occurred at the delivery point. The Buyer therefore agrees to respond to all enquiries specifically related to wines they have purchased on the Website from Cavex within 24 hours via email or phone. Failure to do so may result in removal from the site altogether.

3. Purchasing Wines

3.1 Selecting wines. Buyers choose a wine from the listings on the Website and, when they have found the wine(s) they want at the correct price, they click to confirm and enter a contract to buy that wine. We will ask them to confirm the purchase as a safety net in case of error. Alternatively a Buyer can enter a lower priced bid that they are prepared to commit to and the Seller may then subsequently lower their offer matching that revised bid. At this point the sale is matched and both parties are legally bound to the contract and subsequent exchange. Once the Buyer has finished buying wines they will be directed to the payment screen and required to follow the instructions for differing types of payment. For the avoidance of doubt, wines are not listed and sold by Cavex, but listed and sold by third parties and the contract for the purchase of a wine listed is made with the third party. Cavex does not itself sell wine, it provides a marketplace (i.e. the Website and associated services) where people can meet to buy and sell wine for a low commission rate.

3.2 Pricing. Wines are purchased in a free and fluctuating market where prices may change at any time. Only when the Buyer has successfully completed a transaction in accordance with clause 3.4 below is that transaction concluded at that price.

While we try and ensure that all prices listed on the Website are accurate, errors may occur (whether a technical error, a Seller inputting a price incorrectly or otherwise). If we discover an obvious error in the price of wines purchased, we will inform the Buyer as soon as possible and give them the option of reconfirming the order at the correct price (and credit or debit your account as applicable) or cancelling the order. If we are unable to contact The Buyer, they agree that we may treat the order as cancelled without any liability to us. If they choose to cancel after they have already paid the incorrect price for the wine(s), they will receive a full refund from us. If the Buyer believes a technical error has occurred when placing an order they should contact us within 48 hours for this to be investigated. Buyers should provide as much information or evidence of the technical error as possible (including screen shots wherever possible). Please note that we are unable to deal with errors reported to us after 48 hours.

3.3 VAT. Wine prices displayed on the Website are not subject to VAT as they are traded within the bonded system in the UK. Buyers will be charged the commission service rate applicable to their account that is liable to UK VAT at the prevailing rate. Processing and other fees may be applicable dependent on payment method and will be displayed on screen, along with associated VAT. This will be clearly displayed prior to you confirming your choice of payment method being made.

3.4 Payment. Payment must be made in full to 100% of the expected value including the Cavex commission fee and associated VAT. These payments must be received and verified by us in order for the Buyer to receive their purchase from the third party Seller. Cavex will hold the funds submitted on behalf of the Seller in a segregated client account held with Natwest Bank PLC until the Buyer receives the purchased goods in full and in expected condition. Accepted forms of payment include online bank transfers, debit and credit cards via PayPal. All payments will be taken in GBP only. Trades once matched on the live platform are contractible and as the Buyer has entered a legally binding contract, are payable in full. Delayed payments made via bank transfer must reach Cavex within 3 to 5 working days without fail. Funds not received within 3 to 5 working days may be liable to interest being charged or the subsequent cancellation of that trade and the Seller notified that their stock will be made available for re sale. Cavex in the event of cancellation will seek compensation of 5% of the matched value of the trade.

3.5 Confirmation. A confirmation email receipt will be issued upon matching a trade. If the Buyer does not receive a confirmation email, they should not assume the order has not matched. Confirmation is sent internally to the Member’s account inbox on the website and will register on the transaction screen. If they do not receive an external email they should phone us at +44 (0) 1491 576 300 to request another confirmation is sent. We are not responsible for any Internet connection errors experienced whilst matching an online trade. If the Buyer has not received an order confirmation email, it is their responsibility to contact our offices to verify the trade before making another.

The confirmation email will include details of the wine(s) purchased, corresponding to the description of the wine(s) matched on the Cavex platform with the Buyer’s full account details. The Buyer must check these details carefully and let us know of any errors within 24 hours of the date of the confirmation email. Any errors made will only delay the process of the delivery of wines to the Buyer’s nominated account and any costs incurred by Cavex may be charged.

While we try and ensure that all listings on the Website are accurate, technical errors may occur. If we discover that a technical error has occurred and resulted in an incorrectly confirmed order, Cavex will inform the Buyer as soon as possible and reserve the right to cancel their order.

3.6 Changes / Cancellations & Returns. Whilst both parties are entering a legally binding contract through Cavex and both parties must fulfill the trade as committed, Cavex does understand that through the nature of wine storage, errors can occur unbeknown to the Seller. In circumstances beyond Cavex’s or the Seller’s control, at our discretion we will notify the Buyer of an error occurring and discuss all options available to them. This may result in one of the following: an identical replacement being sought by the Seller at their cost, negotiation of a suitable lower price agreeable to both parties, a suitable alternative as agreed by the Buyer or a full refund. Where appropriate Cavex are willing to act as an intermediary between both parties in order to find the most appropriate solution via the resolution process as detailed in section 4.6. Ultimately the Seller acknowledges they have confirmed a contract and are legally bound to supply the said contracted item to the Buyer in the appropriate condition.

If an item is to be returned by the agreement of Cavex to the Seller, the Buyer acknowledges that they must instruct their bonded storage provider to release the item for immediate bonded collection in order that a swift resolution can be made. The Seller’s storage provider will collect on the Seller’s behalf. If no further delivery of replacement stock is to be completed then Cavex will be liable to return the funds including the commission and associated VAT, in full to the Buyer via the submitted payment method within 3 to 5 working days of the Seller confirming they are in sound possession of their original dispatched goods.

4. Delivery

4.1 Methods of delivery. The Seller’s chosen storage provider will carry out delivery and the Seller carries these costs themselves. The default bonded delivery address the Buyer notifies Cavex of through the “my account” section, will be the automated point of delivery that the Seller receives and will instruct their storage provider to deliver to. If the Buyer wishes to remain anonymous at the point of delivery Cavex suggests they only supply the account number given by their storage provider. The Buyer must keep their default address up to date at all times. If at any point the Buyer fails to notify the Cavex platform and subsequently stock is dispatched to an incorrect account, any costs incurred by Cavex or the Seller to rectify this error will be passed to the Buyer. The delivery address must be a fully bonded UK warehouse facility. Bonded deliveries that are purchased through the Cavex platform cannot be dispatched to public domain addresses under any circumstances. Separate arrangements can be made for duty paid deliveries by calling +44 (0) 1491 576 300.

4.2 Collections for export. If a trade is notified as collection for export then the Seller will release for collection as instructed via the platform. Cavex will aid Sellers and Buyers with the necessary assistance in relation to freight forwarders as We realise this is not an area of common occurrence for most private Buyers and Sellers of wine. Please call +44 (0) 1491 576 300 for assistance with exporting orders.

4.3 Accuracy. Once wines have been delivered, it is the Buyer’s responsibility to immediately check with their storage provider that the wines are as purchased and accurate to the quality of the contract traded. If there are any discrepancies between the wines received and what was ordered, the Buyer must immediately notify us in writing with proof of error and a photographic record so we can liaise with the Seller. We will then commence the resolution process as laid out in section 4.6. If the Buyer fails to notify Cavex within 14 working days of receipt of the wines Cavex will deem that they have accepted the wines in correct condition as laid out in the contracted terms for that related purchase. Once the Buyer accepts the wines via the “transactions” page they will no longer be able to report a discrepancy as the funds will have been released to the Seller and the process fully completed. If the Buyer fails to accept receipt of wines via the “transactions” page and Cavex receive a Proof of Delivery (POD) note from the Seller that the wines have been in their account for 14 days or more and We have subsequently chased them to complete their receipt of goods then Cavex have the right to accept the delivery as suitable on their behalf. The funds will be sent to The Seller within 24 hours and the trade process complete.

4.4 Failed delivery. Accuracy of the Buyers storage address is imperative to ensure a smooth delivery process. If for any reason a failed delivery occurs due to the inaccuracy of the Buyers information, redelivery costs may be liable. Due to the nature of delivering a fragile product, from time to time errors and damages do occur in transit. The Seller’s storage provider and courier should have adequate insurance in place to ensure a full replacement product is provided. Cavex will not be liable for any damages or errors that occur in transit, however through the resolution process we will aid The Buyer and Seller if such problems arise.

4.5 Corked and Tainted Wines. Cavex does not itself sell wine, it provides a marketplace (i.e. the Website and associated services) where people can meet to buy and sell wine for a low commission rate. First and foremost this is a secondary market exchange and therefore the Buyer understands that from time to time, as is the nature with wine being a natural product that corked or tainted wines can be discovered. By buying through the Cavex platform Buyers’ are agreeing to and understand that it is Buyer beware and neither the Seller nor Cavex can be made liable for replacement or compensation for the discovery of corked or tainted wines, unless discovered at the point of delivery by your storage provider and subsequently raised through the resolution process as laid out in section 4.6 below.

4.6 Resolution Process.  Cavex accepts that due to the nature of dealing with a complex and fragile product that from time to time errors do occur in the process of buying and selling wine. It is Cavex’s aim where appropriate to act as an intermediary, both to the Buyer and the Seller in order that they can come to an agreeable resolution when an error has occurred. By accepting these terms and conditions and as laid out in section 5 below both Buyer and Seller agree not to hold Cavex responsible for any errors that occur.

Once an error has been discovered by either party at any time, they should contact Cavex within 24 hours on +44 (0) 1491 576 300 or www.cavex.co.uk/contactus detailing the nature of the error with any evidence that will aid the resolution process. Both parties accept that these errors must be rectified swiftly to ensure that the Cavex site can provide a quick and reliable service to other members at all time. Failure to be co-operative could result in administration charges being sought by Cavex at £50.00 per administrative error and costs covered as laid out in Section 3.6.

In the event of a breakdown of the Cavex resolution process and every avenue for resolution being exhausted, Cavex will be liable to return funds to the Buyer by the original payment method i.e. PayPal or Bank transfer including any commission and associated VAT.

5. Liability and Indemnification

5.1 Third parties. Due to the nature of our business and the fact that we cannot control the acts or omissions of third parties, we make no warranty, and specifically disclaim any liability, for any goods or services provided by third parties which are incidental to, ancillary to or consequent on your use of the Website. Further, the Buyer agrees that they have no claim against us for the actions, whether negligent or intentional, of any third parties from whom they may purchase wines (or others good and services) via the Website or who provide goods or services to which such wines (or others good and services) relate.

We act as an intermediary between the Buyer and Seller on the Website and agree to accept all liability associated with the payment, delivery cost or misuse of any services or goods provided as a result of your use of our services.

5.2 Release. We are not involved in the actual transactions that occur between third party Buyers and Sellers on our Website – we provide the marketplace (i.e. the Website) and some related services, but any contract for the sale or purchase of wines (or other goods or services) via the Website is made between the Buyer and the party that lists the applicable wines (or other goods or services) for sale. The Buyer releases us from claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute arising from their purchase of wines (or other goods or services) via the Website.

5.3 Liability. In addition to the above, we shall in no circumstances be liable to the Buyer for any indirect or consequential losses or any loss of enjoyment or opportunity arising out of their use of the Website, including without limitation from their purchase of wines or other goods or services. In respect of each transaction a Buyer makes via the Website, the Buyer acknowledges that our liability to them whether in contract, tort or otherwise shall be limited in aggregate to the total amount paid by them in relation to such transaction.

6. Warranties

6.1 True information. The Buyer represents and warrants that the information they have submitted to us in their registration or order is true, accurate and complete. They agree not to use false names or addresses, or any other false information, in using the Website.

6.2 Legal Compliance. The Buyer represents and warrants that, during any interaction with the Website they will comply with all applicable local, regional, national and international laws. They also represent and warrant that they are 18 or over and therefore able to enter into legally binding contracts.

7. Information

7.1 Intellectual Property Rights. The content and software on this Website (including without limitation copyrights, trademarks, design rights, patents and other intellectual property rights) is the property of Cavex and/or its suppliers and licensors and is fully protected by UK and international worldwide intellectual property laws. The Buyer may visit the Website and make a copy of pages on this Website for personal non-commercial use only. They may not without our permission reproduce, edit, publish or transmit any of the contents of this Website.

7.2 Third Party Information. We do not check the accuracy or honesty of the information provided by Sellers which is made available through the Website. The Buyer may find other user’s information, which is listed on the Website to be inaccurate, or deceptive – if this is the case, please contact us and we will investigate the content and remove such content where applicable. By using this Website, the Buyer agrees to take reasonable steps to manage and accept such risks and agree that we are not responsible for the acts or omissions of users on the Website except as related to our guarantee on wine purchases after a purchase has been confirmed.

8 Term and Termination

8.1 Term. Subject to 8.2, this Agreement shall commence on the date We activate your account on the Website and shall continue in force unless and until either party gives the other at least thirty (30) days notice in writing to terminate this Agreement.

8.2 Termination. Either party may terminate this Agreement immediately by giving written notice to the other if the other (i) commits a material or persistent breach of its obligations under this Agreement and, in the case of a breach which is capable or remedy, fails to be remedied it after being given five (5) days written notice specifying the breach and requiring it to be remedied; or (ii) is unable to pay its debts, becomes subject to an administration order or makes any voluntary arrangement or composition with its creditors, or an encumbrancer takes possession of or a receiver is appointed over the property or assets of the other party or the other party is wound up or ceases or threatens to cease to carry on business except for the purposes of reconstruction of the company or, in the case of an individual, is declared bankrupt.

8.3 Consequences of termination. Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.

9. Other Terms

9.1 Jurisdiction. This Agreement is governed by and construed in accordance with the laws of England and Wales. The Buyer agrees, as we do, to submit to the exclusive jurisdiction of the English Courts.

9.2 Notices. Except as expressly stated otherwise, all notices under this agreement should be sent by registered post to us at Cavex, 21 Old Brewery Lane, Henley on Thames, Oxon, RG9 2DE. Except as expressly stated otherwise, all notices to the Buyer shall be sent to the email address provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent.

9.3 Entire Agreement. This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected.

9.4 Waiver. No failure or delay by Cavex in exercising any of its rights under this Agreement should be deemed to be a waiver thereof and no waiver of a breach of a provision of this Agreement shall be deemed to be a waiver of any subsequent breach.

9.5 Assignment. The Buyer may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of Cavex, which we can refuse in our absolute discretion. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns.

9.6 Headings. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.

CAVEX USER AGREEMENT “The Seller”

1. Overview

1.1 Introduction. This document sets out the terms and conditions (the “Agreement”) under which Cavex Limited  (hereinafter referred as “Cavex ” “Us” or “We” where applicable) grants wine Sellers (“you”, “You”, “Your” or “Selling Member”) a right to list and offer wine for sale on the Cavex Website at www.cavex.co.uk (the “Website”) to third party Buyers (“Buyer” or “Buyers”). By using the Website and listing wines for sale on the Website you expressly agree to be bound by the following terms and conditions.

We strongly recommend that you read this Agreement in full, and in any event by continuing to use our Website and sell wines via our Website you will be bound by the terms and conditions of this Agreement.

1.2 Modification. If we decide to amend, alter or otherwise change the terms of the Agreement, we shall notify you by posting a revised version of the Agreement on the Website and emailing you at your registered email address. Such new agreement will automatically take effect and replace the terms of this Agreement. Your continued use of the Website will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, immediately remove any of your wine listings from the Website and do not continue to use the Website.

1.3 About Us. Cavex is a limited liability company registered in England and Wales. We can be reached at +44 (0) 1491 576 300 or by contacting us at www.cavex.co.uk/contact-us. We are an exchange service and not a wholesale or retail merchant.

2 Becoming a Selling Member

2.1 Requirements. To be entitled to sell wines via the Website you must register with Us via our website and therefore to become a Selling Member of Cavex you must agree to accept the terms and conditions of this Agreement and must have a valid Bonded UK Storage account. We reserve the right to have this storage account checked with your service provider for proof of ownership. Access to the website is granted with immediate effect, but trading privileges will not be activated until We have spoken to you personally. It is in Cavex ’s absolute discretion to decide if you qualify (or continue to be qualified) as a Selling Member.

2.2 Username and Password. You will need a valid email address for a username and a password to access certain areas of the Website. You are responsible for maintaining the security of this username and password and for any action taken under this username or password. We take all reasonable steps to ensure the security of this information on our systems; please visit the Website for more information about the security software we employ.

2.3 Reachable. The Selling Member agrees to be reachable by telephone during their normal business hours. It is the Selling Member’s duty to respond to all enquiries from Cavex in relation to wines the Selling Member has listed for sale on the Website by telephone and/or email in a prompt and timely manner. The Selling Member recognises that in order to facilitate an efficient marketplace for live wine prices, certain enquiries and disputes need to be resolved quickly, particularly in cases where stock errors/discrepancies have occurred. The Selling Member therefore agrees to respond to all enquiries specifically related to orders placed for wines it has listed for sale on the Website from Cavex within 24 hours via email or phone. Failure to do so may result in removal from the site altogether.

3 Listing Process

3.1 Listing Wines as a Selling Member. Approved Selling Members of cavex.co.uk may list wines for sale on the Website. As part of the listing process, the Selling Member must assign a price to their wines, choose the correct type of contract with regard to the condition of their stock and ensure that the vintage, pack size and description of the wines are correct at all times. The Seller must ensure when loading up condition photos that no personal identifiable details are visible to other Cavex members. Cavex reserves the right to alter any condition photos in respect to this information being visible. Further instructions and requirements on listing items can be found once logged on to the Website under Cavex Contracts. By placing a wine for sale on the Website you are offering to sell that particular wine to a Buyer for the price assigned to it by you, plus the prevailing commission rate on your account due to Cavex. If the Buyer accepts the offer for sale of that wine, you are contractually bound to supply that wine to them. The Selling Member may at any time alter the price of their listed wine offer in order to either match a suitable lower bid or to decrease or increase their price of their wine. Once matched the Seller and Buyer become contractually bound to each other. Matched trades can only be voided at the discretion of Cavex and upon consultation of both Buyer and Seller.

3.2 Marketplace. Please note that cavex.co.uk provides an open market place through which wines may be purchased or sold by our Buying and Selling Members. We do not take ownership of any wines listed by You and We are therefore not party to any contracts that arise when wines are sold and purchased via the Website. Please also note that there is no guarantee given by Cavex  (or otherwise) that Your wines will sell and, in the event that they do not sell, Cavex will not be responsible for their purchase. In certain circumstances Cavex may take delivery of wines on behalf of a member to protect their anonymity.

3.3 Wine Description. For each wine the Seller lists for sale on the Website, They agree to provide full and accurate details of the description, vintage, pack size, quantity, condition respective to the type of contract offered and that the stock is stored and immediately available in a UK Bonded storage facility for delivery or collection within 7 to 14 days of a matched trade. They agree to list wines for sale on the Website in the most honest and non-misleading manner. Failure to do so could result in you being held responsible for the full replacement of the original stock offered, which could be at a higher cost to the original offer and subsequently cover of any costs incurred by Cavex in resolving the issue. In the event that you are unsure of any detail that could cause errors on the platform you agree to contact Cavex to discuss the relevant options before listing wines for sale.

3.4 En Primeur Wines. At no point in time will a Seller be permitted to sell wines that are classed as En Primeur. For clarity purposes, En Primeur wines shall be deemed as those that are not ready for immediate delivery on the general market place and can take up to two and a half years for release from the Chateau, Domaine or Producer.

3.5 Portfolio Management. Cavex as part of its service offers a portfolio management facility on its Website. This data is managed and controlled solely by the individual Buyer or Seller and not by Cavex. Data can be uploaded individually free of charge, with no storage costs applicable for this data. For larger portfolios where individuals would like Cavex to upload a portfolio on their behalf, this can be arranged for a fee of £25 ex VAT. Cavex will not at any time disclose to any third party the contents of “Your Portfolio” but may from time to time notify Members directly if it sees an opportunity to sell an item from a portfolio. By uploading a Portfolio to the website, Members are in agreement that they may be contacted at any time.

3.6 Guaranteed Fulfillment. Once a Seller offers a particular listing for sale and a Buyer accepts that offer for sale, the Seller is contractually bound to supply said wine to the applicable Buyer. Wine listings are a legal representation of actual product description and other details relevant to the wine. Sellers will be charged either (i) a replacement or fee (see Section 7 below) or (ii) up to 105% of the value of the transaction by Cavex if They list wines for sale and those exact wines are not available nor delivered.

The Selling Member agrees not to dispatch alternate wines or wines of a differing condition to the contract offered from those ordered by the Buyer without first contacting Cavex. Failure to supply wines as listed may result in a charge to the Selling Member.

If Cavex are informed that incorrect wines have been received by the Buyer, the Seller agrees to dispatch the correct wines no later than 2 working days after the notification. The Buyer agrees to notify their storage provider to release the incorrect stock for collection by the Seller’s notified haulier within 2 working days to facilitate the exchange. Cavex will act as the guiding intermediary on all matters and therefore if the error was a result of an incorrect listing or wrongful dispatch the Selling Member will be liable to a £50.00 administrative fee to rectify the error made. This fee is separate to any other fees that could be levied as detailed in section 7 below.

3.7 Accurate Pricing. Wine market prices are volatile and can change on an hourly basis at times. With this in mind, the Seller accepts full responsibility for maintaining current prices for their wines on the Website. No matter what the price or circumstances, the Seller agrees to fulfil the order at the matched price. For this reason it is essential that the Seller maintains up-to-date and accurate prices at all times. It is the Sellers responsibility to ensure that the details provided in relation to wines listed for sale on the Website are accurate. If the Seller lists prices incorrectly and it is, in Cavex’s reasonable opinion, that the price matched was in error, we may try and resolve the issue with the applicable Buyer. Cavex must be notified within 24 hours of the sale confirmation email. However, the Seller must take full responsibility for any errors made in listing wines for sale, as once a Buyer purchases wines via the Website a legal contract is made. If a Seller matches a trade and subsequently fails to provide contracted wines to the Buyer, Cavex is entitled to charge the Seller 105% of the original transaction value.

3.8 Taxes. Cavex only allows In Bond wines to be exchanged on the platform. Therefore UK duty and VAT are not payable on the goods value. VAT is charged on the service applied by Cavex. This is charged at the standard prevailing UK rate at the time of trade.  Wine as a valued asset could be liable to other taxes that may be generated from its resale. Cavex is an exchange service and not a tax advisor. If in doubt, please seek the advice of a Financial Adviser to determine which taxes you are required to declare if any.

3.9 Indemnity. It is the responsibility of the Seller to provide full and accurate details of wines they wish to list for sale on the Website. Failure to provide full and accurate details may lead to Cavex or applicable Buyers suffering loss or damage. The Seller agrees to indemnify and hold harmless Cavex and applicable Buyers from and against all losses, liabilities, damages, fines, expenses and costs arising out of or in connection with their failure to provide full and accurate details of wines listed for sale on the Website.

4 Selling Process

4.1 Confirmed Orders. When a trade is matched to a Buyer for wines listed on the platform a confirmation email will be sent to their indicated email address. The first confirmation email contains the details of the matched trade including; description; vintage; pack size; contract type and quantity. Once cleared funds have been received into our segregated Natwest client account, a secondary email will be sent alerting The Seller of their safe arrival and they can release their wines. This email will contain the required delivery or collection instructions for the Buyer. The Seller cannot amend or remove a wine listing, contract type, or price once a trade is matched to a Buyer. It is the Sellers responsibility to ensure they provide Cavex with a correct email address for correspondence, as the Seller shall still be liable and bound by the contracted terms whether or not they receive a confirmation from Us.

4.2 Pending Orders. In certain cases, we may require additional fraud checks with respect to an order and will inform the Seller that an order is pending, undergoing fraud checks. In such circumstances, We will subsequently inform the Seller that the order has either been approved/confirmed or cancelled. The Seller cannot amend or remove a wine listing, contract type or price once the order has been marked as ‘pending’ until we inform them that the order is otherwise cancelled due to failing fraud checks.

4.3 Cancellations. Whilst we try to ensure the accuracy of orders, sometimes technical errors may occur. In the event that a technical error has resulted in an incorrect order being made, Cavex will notify the Seller within 48 hours, and the order will be cancelled to allow them to re list their wines. Neither a Seller nor a Buyer may unilaterally cancel a matched trade.

In rare circumstances Cavex may be required to cancel and refund a confirmed order if payment is recalled by the associated bank, card provider or PayPal. Where possible we will contact both Members of the cancellation and allow the Seller the option to re list their wines.

5 Delivery Process

5.1 Delivery. The Seller agrees to deliver the exact wine inventory ordered by a Buyer via the Website. The Seller accepts ultimate responsibility for secure and timely delivery of the wines and agrees to ship via their chosen provider’s network. Any associated charges with delivery will be borne by the Seller and should be calculated to be included in their listed sell price. The Seller also accepts ultimate responsibility for deliveries that go missing investigating the outcome with their provider in a timely manner. A full replacement will be required if an item fails to arrive at the Buyers storage account. Any claims should be made direct to the Seller’s storage provider. The Seller accepts that deliveries must be instructed within 48 hours of receipt of the Buyers delivery account details. If required by the Buyer or Cavex, a Proof of Delivery (POD) may be required from the Seller to assist the confirmation that goods have arrived safely as required. These can be obtained from the Seller’s storage provider upon request and should be submitted with 24 hours of request.

5.2 Customer Loyalty. The Seller agrees to “blind drop ship” all wines to Buyers and in doing so will not include any invoice, letterhead, business cards or materials other than those specifically instructed by Cavex to provide.

5.3 Organised Records. The Seller agrees to maintain organised records and receipts of all dispatch numbers and POD’s from their selected delivery service provider. Where required, all relevant dispatch number information must be entered into the “Transactions” section of the Website for the relevant trade. This will aid Cavex in the event of a delayed shipment and acts as proof of shipment.

5.4 System Update on Delivery. When the Seller dispatches wines to the Buyer, they agree to follow all steps outlined on the Website, including entering accurate dispatch number information. Please note that failure to complete the order could result in delayed payment. The Buyer will update safe arrival via the website, but in instances where a POD is required to locate the delivery this can ultimately delay payment to The Seller. Therefore it is imperative to ensure swift payment that the Seller send all relevant paperwork as required to track and prove delivery has occurred to Cavex.

5.5 Missed Pickup. The Seller agrees to cooperate with the Cavex delivery processes. If a collection is scheduled and confirmed with the Seller, and the Seller’s storage provider is unavailable at the scheduled time or refuses a collection, resulting in a pickup cancellation or re-booking, the Seller may be charged Missed Pickup penalty fees. These will be passed from the Buyer to the Seller at cost via Cavex.

6 Payment Process

6.1 Payment to Sellers. Cavex will make payment to the Seller minus the relevant commission fee including VAT once the wines have been received by Buyers storage facility. The Buyer will confirm they are happy with the condition and that their funds be released. This is necessary to provide a safe and trusted marketplace. Cavex endeavours to make payments to Seller within 3 to 5 working days after the Buyer has confirmed acceptance of the stock via the platform, but in some cases may take up to 14 days for certain transfers such as overseas payments. All payments will be made via bank transfer from Cavex to the Seller’s nominated account. All bank transfers made to the bank accounts of international clients will have the required administrative fee deducted from their payment.

7 Penalties, Cancellations and Returns

7.1 Replacement Fees. The Seller will be required to source replacement stock by Cavex if a Buyer accepts the offer for sale and those exact wines re not available or delivered. The replacement cost will depend on how much it costs the Seller to purchase comparable or better replacement wines for the Buyer and can be significantly higher than the original listing price. Cavex is willing to act as an advisor to the Seller aiding them to find a suitable replacement if they are unable to source directly themselves, but does not guarantee a replacement may be found. An administration charge of £50.00 will be applicable for this service. At no time will Cavex purchase replacement stock on behalf of the Seller.

7.2 Refunds. In the event of (i) non-delivery of a wine, and where in such circumstances Cavex is unable to advise on the purchase or supply of replacement wines on behalf of the Seller; or (ii) the wines delivered to a Buyer are not those which were advertised for sale by the Seller on the Website, the Buyer is entitled to a full refund of their entire purchase at cavex.co.uk (including Cavex fees) If the Seller fails to deliver wines to a Buyer which are subsequently deemed (in the reasonable opinion of Cavex) not equal to or better than those which were originally intended to be supplied by the Seller, the Buyer may be entitled to a full refund of their entire purchase at cavex.co.uk (including Cavex fees)This refund and credit will again be at the expense of the Seller with any administration charges being sought by Cavex.

We agree that, where the Seller fails to deliver or provide wines to a Buyer, to use all reasonable endeavours to help the Seller source wines that are (in Cavex ’s reasonable opinion) equal to or better than those which were originally intended to be supplied by the Seller. The Seller shall however, be liable where a Buyer is not satisfied that substitute wines (whether supplied by the Seller or from an alternative supplier) are equal to or better than those which were originally intended to be supplied by the Seller.

7.3  Changes / Cancellations & Returns Whilst both parties are entering a legally binding contract through Cavex and both parties must fulfil the trade as committed, Cavex does understand that through the nature of wine storage, errors can occur unbeknown to the Seller. In circumstances beyond Cavex or the Seller’s control, at our discretion we will notify the Buyer of an error occurring and discuss all options available to them. This may result in one of the following; an identical replacement being sought by the Seller at their cost, negotiation of a suitable lower price agreeable to both parties, a suitable alternative as agreed by the Buyer or a full refund. Cavex are, where appropriate willing to act as an intermediary between both parties with a view to assisting to find the most appropriate solution via the resolution process as detailed in section 4.6. Ultimately the Seller acknowledges they have confirmed a contract and are legally bound to supply the said contracted item to the respective Buyer in the appropriate condition.

If an item is to be returned by the agreement of Cavex to the Seller, the Buyer acknowledges that they must instruct their bonded storage provider to release the item for immediate bonded collection in order that a swift resolution can be made. The Seller’s storage provider will collect on the Seller’s behalf. If no further delivery of replacement stock is to be completed then Cavex will be liable to return the funds in full to the Buyer via the submitted payment method within 3 to 5 working days of the Seller confirming they are in sound possession of their original dispatched goods.

7.4 Payment. In circumstances described in 3.6, 3.7, 7.1, 7.2 and 7.5, the Seller agrees that any amount payable by it pursuant to Clause 3.6, 3.7, 7.1, 7.2 and 7.5 together with a £50 administration fee (charged at Cavex ’s discretion) may be charged by Cavex. This may be deducted from outstanding payments. Failure to submit payments will result in the Seller’s Cavex account being suspended until payment is received or the account being terminated.

7.5 Resolution Process.  Cavex accepts that due to the nature of dealing with a complex and fragile product that from time to time errors do occur in the process of buying and selling wine. It is Cavex ’s aim to guide as an advisor, both to the Buyer and the Seller in order that they can come to an agreeable resolution when an error has occurred. By accepting these terms and conditions and as laid out in section 5 below both Buyer and Seller agree not to hold Cavex responsible for any errors that occur.

Once an error has been discovered by either party at any time, they should contact Cavex within 24 hours on +44 (0) 1491 576 300 or www.cavex.co.uk/contact-us detailing the nature of the error with any evidence that will aid the resolution process. Both parties accept that these errors must be rectified swiftly to ensure that the Cavex site can provide and quick and reliable service to other members at all time. Failure to be co-operative could result in penalty fees being sought by Cavex at £50.00 per administrative error and costs covered as laid out in Section 3.6.

8 Warranties and Indemnities

8.1 Warranties. The Seller warrants to and for the benefit of Cavex, the following: -

(A) All wines listed by the Seller are: -

(i) “on-hand”, stored within  the UK, 100% guaranteed and available for immediate sale and dispatch or collection at the prices listed;

(ii) the property of the Seller or the Seller is authorised to sell such wines (by law, contract or otherwise) and no third party rights (including any intellectual property rights) are infringed by the Seller in listing the wines for sale on cavex.co.uk;

(iii) not stolen, counterfeit or in any way fraudulent, inaccurate or misleading;

(B) In offering wines for sale via cavex.co.uk it is complying with all applicable laws, regulations and codes of practice including, but not limited to, consumer or other legislation.

(C) All information the Seller provides to Cavex in respect of itself (when applying to become a Seller or at any time thereafter) is true and accurate in all respects.

8.2 Indemnities. The Seller undertakes as a continuing undertaking to indemnify and keep Cavex fully indemnified against any liability, cost, loss, damage or expense incurred or suffered by Cavex arising in respect of or as a consequence of a breach of any of the obligations, warranties or representations it provides in this Agreement.

8.3 Liability. We shall in no circumstances be liable to the Seller for any indirect or consequential losses or any loss (whether direct or indirect) of profits, revenue, business, savings, goodwill or reputation arising out of the Seller’s use of the Website, including without limitation from sale of wines or other goods or services. In respect of each transaction made via the Website, our liability whether in contract, tort or otherwise shall be limited in aggregate to the total amount paid by the Seller in relation to such transaction.

Nothing in this Agreement is intended nor shall it be construed as an attempt by any party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including without limitation its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.

9 Term and Termination

9.1 Term. Subject to 9.2, this Agreement shall commence on the date We activate your account on the Website and shall continue in force unless and until either party gives the other at least thirty (30) days notice in writing to terminate this Agreement.

9.2 Termination. Either party may terminate this Agreement immediately by giving written notice to the other if the other (i) commits a material or persistent breach of its obligations under this Agreement and, in the case of a breach which is capable or remedy, fails to be remedied it after being given five (5) days written notice specifying the breach and requiring it to be remedied; or (ii) is unable to pay its debts, becomes subject to an administration order or makes any voluntary arrangement or composition with its creditors, or an encumbrancer takes possession of or a receiver is appointed over the property or assets of the other party or the other party is wound up or ceases or threatens to cease to carry on business except for the purposes of reconstruction of the company or, in the case of an individual, is declared bankrupt.

9.3 Consequences of termination. Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.

10 Additional Information

10.1 Privacy Policy. Cavex warrants that the Seller’s data will be held by it in the strictest confidence and its use is subject to Cavex ’s privacy policy available from time to time on the Website. Access to the Seller’s data will be limited to Cavex ’s personnel only. Cavex reserves the right to accumulate aggregate data trends and to make such aggregate data available to Sellers and strategic partners. We will not disclose the Sellers details to any Buyer except when required at point of delivery if an account name is used at the Seller’s storage facility rather than an account number. Subsequently we may be required to do so by any regulatory or governmental or other authority with relevant powers to which either party is subject to or submits.

10.2 Intellectual Property Rights. The content and software on the Website (including without limitation copyrights, trademarks, design rights, patents and other intellectual property rights) is the property of Cavex and/or its suppliers and licensors and is fully protected by UK and international worldwide intellectual property laws. The Seller may not without our permission reproduce, edit, publish or transmit any of the contents of this Website.

10.3 No agency. The Seller and Cavex are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement and neither shall have any authority to bind the other in any way.

11 Miscellaneous

(A) This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected.

(B) No failure or delay by Cavex in exercising any of its rights under this Agreement should be deemed to be a waiver thereof and no waiver of a breach of a provision of this Agreement shall be deemed to be a waiver of any subsequent breach.

(C) You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of Cavex, which we can refuse in our absolute discretion.

(D) Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns.

(E) The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.

(F) Any notices required or permitted to be given under this Agreement shall be in writing and sent by registered post addressed (i) if to Cavex, to the registered office set out above and (ii) if to you to the Billing Address set out in your Selling Member profile.

(G) This Agreement shall be governed by and construed in accordance with the law of England and Wales and both parties agree to submit to the exclusive jurisdiction of the English Courts.



View Cavex Ltd's LinkedIn profileView Cavex Ltd's profile


The Nose
New Office
14.07.2016

Continuing with Cavex’s exciting expansion plan in 2016, we would like to announce that we have just moved office. We are still located in our hometown of Henley on Thames. However, our new location affords us more scope for future development as we grow our company. 33 Hart Street, 1st Floor Office, Henley-On-Thames, Oxfordshire, RG9 [...]

Read more
New team member
13.06.2016

As part of Cavex’s current expansion plans we are delighted to announce that Will Buckland will be joining the team today, as head of sales. Will brings a wealth of sales experience from his time at Planet of the Grapes and, most recently, Vindemia.

Read more
More from the nose
External Service Providers

The Davies Turner Fine Wine team offers consultancy in meeting your individual requirements, building long-term partnerships with their clients, suppliers and partners worldwide. Founded in 1870 and still remaining in private ownership, they have over 140 years experience in freight forwarding being the UK’s leading independent freight and logistics provider. They have become the largest [...]

Read more

NEXUS Wine Collections is the largest independent inventory storage service in the UK, managing over £80m on behalf of a wealth of domestic and international clients. Using his 20 years experience in the trade, Mark Bevan has created a business to cater for all types of wine collector from casual drinker to institutional investor. NEXUS [...]

Read more

Connoisseur International is a specialist global provider of logistical solutions concerning wines and spirits based in London. They provide a variety of services including worldwide door to door export and import air freight, express courier, refrigerated ocean and road services. Collections are available on a daily basis utilising their own fleet of vehicles from all UK bonded [...]

Read more