"Company" means Crystal Wines Pte Ltd;
"Customer" means any person, firm, company, corporation or body which deposits any Goods for storage with the Company;
“Goods” means any wines, whether in bottles or cases, intended for storage with the Company;
“Warehouse” means the warehouse which Goods are kept in storage with the Company;
“Working Day” means any day from Monday to Friday, excluding public holidays in Singapore;
“Semester” means a period of six (6) calendar months ending on 30 June or 31 December; and
“Price List” means the applicable rates and charges of the services offered by the Company, as may be revised from time to time at the sole and absolute discretion of the Company.
2. TERMS & CONDITIONS
The Company agrees to contract with the Customer for the provision of wine storage services subject to these terms and conditions. No variation to or alteration of these terms and conditions will bind the Company unless made in writing and signed by an authorized representative of the Company. These terms and conditions are subject to change from time to time by the Company in its sole and absolute discretion without prior notice to the Customer.
- The Customer shall be responsible for the accuracy and completeness of all instructions given to the Company and the Company is entitled to accept and rely on any instructions given by any person who is, or is reasonably believed to be, a person designated or authorized by the Customer to give such instructions.
- The performance of part or all of the Customer’s instructions may, at the Company’s sole and absolute discretion, be fulfilled by the Company, its employees, officers, servants and agents and/or by any third party engaged by the Company on the Customer’s behalf.
4. DEPOSIT OF GOODS
- The Customer warrants that any and all Goods deposited with the Company for storage at the Warehouse:
- are the Customer’s sole and exclusive property and/or that the Customer has the full and absolute authority of all the persons owning or interested in the Goods to deal with the same;
- are accompanied by valid and appropriate documentation, including without limitation shipping documents or such other documents the Company may deem acceptable;
- conform to the descriptions, value and quantities shown in the accompanying documentation. Unless otherwise instructed, the Company cannot and will not verify that the descriptions, value, quantities or authenticity of the Goods deposited for storage at the Warehouse corresponds with the accompanying documentation; and
- have been properly and sufficiently packed and/or prepared for storage at the Warehouse. The Company shall not be obliged to accept or store any Goods which are improperly or insufficiently packed and/or prepared for storage.li>
- The Warehouse shall be used for the purpose of depositing and storing the Goods only. The Customer shall not deposit any item which is or may be
- illegal, unlawful, prohibited by law or of an explosive, dangerous or offensive nature; or
- a nuisance to the Company or any third party.
It is the Customer’s responsibility to ensure that this condition is complied with at all times.
- The Customer undertakes to indemnify the Company against any direct, indirect, special, incidental or consequential injury, loss or damage whatsoever arising from, relating to and/or incidental to any inaccuracy and/or omission in relation to the descriptions, value, quantities and authenticity of the Goods.
5. HANDLING AND STORAGE OF GOODS
- Subject to any express instructions in writing given by the Customer, the Customer agrees that the Company has the sole and absolute discretion as to the procedure to be followed in the handling and storage of the Goods at the Warehouse.
- The Company reserves the right at its sole and absolute discretion and at any time to discontinue the Customer’s use of the Warehouse without having to give any reason for such discontinuation or termination. The Company shall give reasonable written notice of such discontinuation or termination to the Customer.
- Save with the prior written consent of the Company, the Customer shall not have access to the Warehouse. The Company shall grant the Customer access to the Warehouse at its sole and absolute discretion.
6. RETRIEVAL, COLLECTION AND/OR DELIVERY OF GOODS
- The Customer may request the retrieval and collection and/or delivery of all or any of the Goods in the Warehouse by giving at least two (2) Working Days’ notice in writing to the Company and in accordance with any procedures as may be prescribed by the Company from time to time.
- Collection – The Customer may at its own risk and expense collect the Goods from the Warehouse on a mutually agreed date and time.
- Delivery – The Customer may request for the delivery of the Goods to be arranged by the Company on the Customer’s behalf and at the Customer’s expense at prevailing rates of charge in accordance with the Price List. Where delivery of the Goods is arranged by the Company upon the Customer’s request, such Goods will be delivered on the Customer’s behalf to an address provided by the Customer entirely at the Customer’s own risk and expense. The Company shall not be responsible or liable for any acts or omissions arising in relation to the handling, packing, transportation or delivery of the Goods by any third party service provider engaged by the Company on the Customer’s behalf to carry out the delivery of the Goods. It is the Customer’s responsibility to obtain sufficient and appropriate insurance coverage for any damage or loss to the Goods during the course of delivery to the Customer whether caused by the Company or otherwise.
- The Customer shall be responsible for any and all customs duty payments, applicable charges as stipulated in the Price List and/or out-of-pocket expenses which may be payable and/or incurred in the retrieval, collection and/or delivery of the Goods from the Warehouse. For the avoidance of doubt, any duties and/or Goods and Services Tax imposed by Singapore on any Goods that are removed from the Warehouse and imported into the rest of the customs territory of Singapore shall be borne by the Customer.
- The Company may, at its sole and absolute discretion, refuse the retrieval, collection and/or delivery of the Goods if, without limitation:
- the signature of the Customer is not verified to the satisfaction of the Company;
- the storage fee is in arrears and unpaid or any sum is due and owing to the Company from the Customer;
- the Company’s access to the Warehouse is denied for any reason whatsoever; and/or
- the removal of the Goods is prohibited by law.
7. STORAGE AND OTHER CHARGES
- Storage fees will be billed on a Semester basis and are payable in advance. Storage fees will be pro-rated for the period commencing from the date of the deposit of the Goods at the Warehouse to the end of the first Semester of the storage period. The Customer will be billed for each Semester in full thereafter.
- If the Goods are retrieved, collected and/or delivered during the course of the storage period, the remaining unused month(s) of storage fees shall be refunded or credited to the customer.
- Charges and disbursements for additional services, including without limitation insurance, packing, transportation and delivery, are payable on demand and in advance as the Company may from time to time request. The Company shall not be obliged to perform or engage any such additional services on behalf of the Customer until it is in receipt of funds adequate to cover the same.
- Storage fees and other terms and conditions hereunder are subject to change from time to time at the sole and absolute discretion of the Company without prior notice to the Customer.
- Unless otherwise stated, payment is due on presentation of invoice either physically or by email. The Customer agrees not to withhold or defer any payment on account of any claim, counterclaim or set-off.
- In the event that payment:
- is overdue: interest will be charged on all sums due at a monthly rate of 2% starting from the date payment becomes due and shall be compounded on a monthly basis until such time as payment of the original debt and any accrued interest is received in full.
- is overdue and payment is not made within one (1) month from the due date for payment: the Company reserves the right to consider the Customer’s use of or request to use the Company’s services abandoned without prejudice to the Company’s right to terminate this Agreement or the Company’s other rights under this Agreement and other remedies available at law.
- Payment can be made by cash, acceptable credit cards, cheque (made payable to "Crystal Wines Pte Ltd") or by telegraphic bank transfer to such bank account as may be designated by the Company in writing from time to time.
- The Customer shall indemnify the Company on a full indemnity basis for all costs and expenses (including legal fees) incurred by the Company in enforcing its rights hereunder.
9. RIGHT OF LIEN
All Goods and documents relating to the Goods shall be subject to a particular or general lien and/or charge for any and all sums due and owing to the Company from the Customer. If any sum remains unpaid for more than three (3) months after the payment due date the Company may at its sole and absolute discretion liquidate, sell or otherwise dispose of all or any portion of the Goods and apply the net proceeds in or towards satisfaction of the sums due, owing and payable to the Company (including interest) by the Customer under Clauses 6, 7 or 8. If the Company liquidates, sells or otherwise disposes of the Goods, the surplus proceeds in excess of the amount owing to the Company (if any) shall be refunded to the Customer without any liability on the part of the Company for interest.
10. RISK AND INSURANCE
- All Goods accepted for storage by the Company at the Warehouse are considered to be at the entire risk of the Customer. It is the Customer’s responsibility to obtain sufficient and appropriate insurance coverage for all damage or loss to the Goods stored at the Warehouse whether caused by the Company or otherwise.
- The Customer may request insurance to be arranged by the Company on the Customer’s behalf and at the Customer’s expense at prevailing rates of charge. Where the Company effects insurance coverage on the Customer’s instructions, the Company is deemed to be acting as an agent of the Customer for the purposes of insurance and the Customer is deemed to accept the terms and conditions of the insurer or underwriters engaged by the Company. Should the insurers dispute their liability for any reason, the insured shall have recourse against the insurers only and the Company shall not be under any responsibility or liability whatsoever in relation thereto.
11. FORCE MAJEURE
- The Company shall not be liable for any failure to meet its obligations occasioned by circumstances beyond the Company's control including (but without limiting the generality of the foregoing) acts of God, exceptional weather conditions, floods, droughts, storms, lightning, high winds, typhoons, earthquakes, natural disasters, power failures, telephone or land-line connection failures, impacts with or by air crafts or aerial objects, explosions, hostilities, insurgencies, invasions, epidemics, quarantines, acts of foreign or public enemies, hijacking or unlawful seizure or wrongful exercise of control of vehicles, curtailment of transportation facilities, civil commotion, riots, industrial disputes, industrial actions by workmen, shortage of labour, goods and materials, acts or regulations of government, strikes, lock-outs or other industrial action, floods, power outages, terrorism or threats of terrorism, public health threats, war and civil disturbance, nuclear threats, nuclear accidents and/or nuclear contamination. Further performance of the Company’s obligations shall be suspended for so long as the Company remains so prevented or hindered.
- The Company shall be under no liability whatsoever to the Customer for any direct, indirect, special, incidental or consequential loss and/or expense, whether contemplated by the parties or not, including loss of profit suffered by the Customer or claims by any third party against the Customer arising out of or in connection with this Agreement.
- In the event that the Company is unable to fulfil its obligations under these terms and conditions due to a Force Majeure event, the Company is under no obligation to return to the Customer any amount already paid.
12. DISCLAIMER RELATING TO THIRD PARTIES’ ACTS & OMISSIONS
The Company will exercise reasonable care when handling, packing, transporting and/or delivering Goods deposited by the Customer but the Company shall not be responsible or in any way liable for any act or omission of third parties engaged for these purposes. If the Company suggests, refers or recommends any third party service provider to the Customer, the Company shall similarly not be responsible for any act or omission of such third party service provider.
- Save to the extent it is proven that any injury, loss or damage to the Customer is incurred due to or arising from the willful neglect or default of the Company while the Goods were in the Company’s actual custody and control, the Company will not be liable for any direct, indirect, special, incidental or consequential injury, loss or damage whatsoever that may be caused to the Customer or any third party arising from, relating to and/or incidental to any act or omission by any party, including the Company. For the avoidance of doubt, the Company will not be liable for, without limitation:
- any deterioration or degeneration in the condition, appearance, quality or quantity of the Goods, including without limitation the liquid, corks, labels, capsules, storage cases and/or packaging;
- any injury, loss, damage, misplacement, destruction, late delivery or non-delivery or unavailability of or to any Goods deposited and stored with the Company howsoever caused; and/or
- permitting access to the Goods to a person who is, or reasonably appears to be, a person designated or authorized by the Customer by virtue of the similarity of the signature provided by such person to the specimen signature of the designated or authorized person.
- The Customer shall indemnify and keep indemnified the Company and its representatives, directors, employees, officers, servants and agents against all and any losses, damages, actions, proceedings, costs, claims, demands and/or liabilities which may be suffered or incurred by the Company or asserted against the Company by any person, firm or entity whatsoever, arising directly or indirectly from or in connection with the Customer’s instructions and/or this Agreement.
- In the event the Company is liable to the Customer for any reason under this Agreement, the Company’s aggregate liability shall be limited to the aggregate amount actually paid by the Customer to the Company for the storage services during the period of one (1) year before the date of the event giving rise to the liability. Any claim by the Customer against the Company under this Agreement shall be made no later than one (1) year from the date that the relevant cause of action had arisen.
14. RIGHTS OF THIRD PARTIES AND ASSIGNMENT
- A person who is not a party of this Agreement shall not have any right under the Contracts (Right of Third Parties) Act (Cap. 53B), to enforce any provision of this Agreement.
- This Agreement is personal to the Customer and the Customer may not assign or transfer any of his rights, benefits and obligations under this Agreement without the prior written consent of the Company.
15. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by and construed in all respects in accordance with the Laws of Singapore and the parties irrevocably submit to the non-exclusive jurisdiction of the Singapore Courts.
16. ADDRESSES & CONTACTS
- Administrative Office
Crystal Wines Pte Ltd, 2 Alexandra Road #02-01, Delta House, Singapore 159919
Tel: +65 6270 7227 Fax: +65 773 7061 Email: firstname.lastname@example.org
CWT Logistics Pte Ltd, 38 Tanjong Penjuru #02-01A, CWT Corporate HQ, Singapore 609039