Conditions of Sale and Storage
The following defined terms used in these Conditions will have the meanings given to them below:
Ancillary Services: those ancillary services set out an Order or such other ancillary services as may be provided by Campbeltown Bond to the Customer from time to time.
Anclary Service Charges: the charges for the Ancillary Services as set out in an Order or otherwise notified by Campbeltown Bond to the Customer.
Billing period: the period of time covering Warehouse Rents for which an invoice will be issued.
Bond: the distillery located at Campbeltown Bond, Gaydon Hanger, MACC Business Park, Machrihanish, PA28 6NU.
Bottling: the process of Bottling Scotch and/or other Spirits in accordance with the Scotch Whisky Regulations.
Business Day: a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Scotland are open for business.
Cask Filling Charges: the charges payable by the Customer for the Cask Filling Services as set out in an Order or otherwise notified by Campbeltown Bond to the Customer.
Cask Filling Services: the filling of Customer Casks by Campbeltown Bond with Spirit as more particularly set out in Part B of the Schedule.
Charges: means any or all of the relevant Cask Filling Charges, Empty Cask Storage Charges, Warehouse Rents and Ancillary Charges or any other charges which Campbeltown Bond notifies to Customer in relation to the supply of Services.
Commencement Date: shall be the date set out in the Order or where no date is specified the date the Order was accepted by Campbeltown Bond.
Conditions: means these conditions of sale and storage.
Contract: means the contract between Campbeltown Bond and Customer consisting of the Conditions and any Order.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person, firm or body corporate to which Campbeltown Bond are supplying Spirit and/or Services.
Customer Casks: the empty casks supplied by the Customer to Campbeltown Bond to be used when providing the Cask Filling Services.
Day: means a 24 hour day.
Empty Cask Storage Charges: the charges set out in the Order as may be amended by Campbeltown Bond from time to time or otherwise notified by Campbeltown Bond to the Customer.
Filled Casks: Casks which have been filled by Campbeltown Bond as a result of providing the Cask Filling Services and/or Third Party Casks.
Filling Date: the date on which the Cask Filling Services are to be undertaken.
Invoice Date: the date of issue of an invoice by Campbeltown Bond to the Customer
Maturation: the approved maturation process for Scotch Whisky and/or other Spirits in accordance with the Scotch Whisky Regulations.
Maturation Warehouse: a Warehouse approved for the Maturation of Scotch Whisky and/or other Spirits by HMRC in accordance with the Scotch Whisky Regulations
Minimum Warehouse Term: shall be 1 month from the date a Filled Cask enters Campbeltown Bond or enters the Customers ownership in Campbeltown Bond. This may be waived or reduced at any time by Campbeltown Bond.
Month: means a calendar month.
Order: a document in writing or given electronically which specifies the Spirit and/or Services Campbeltown Bond will supply to the Customer which is either issued by or agreed to by Campbeltown Bond.
Production site: a site approved for Production of Scotch Whisky in accordance with Scotch Whisky Regulations.
Price: the price to be paid by the Customer for Spirit and/or services in accordance with the Contract. Any changes to price will be notified in writing to the customer at a period of no less than 1 calendar month from the date which the price change will come into effect from.
Scotch Whisky: Whisky meeting the requirements of the Scotch Whisky Regulations.
Scotch Whisky Regulations: means The Scotch Whisky Regulations 2009 as amended from time to time and any other regulation or legislation relating to the storage, production, packaging, bottling or promotion of Scotch Whisky and/or other Spirit, including but not limited to the Spirit Drinks Verification Scheme.
Services: the Cask Filling Services and/or Warehousing Services and/or Ancillary Services to be supplied by Campbeltown Bond to the Customer in accordance with these Conditions as set out in the Order.
Special Conditions: any special provisions set out in an Order.
Supply Term: shall be the period set out in the Order during which Spirit and/or Services are to be supplied to the Customer and which shall commence on the Commencement Date.
Spirit: Spirit supplied by Campbeltown Bond from approved production sites in Scotland and/or other countries and supplied in accordance with these Conditions (including Part A of the Schedule).
Third Party Casks: means casks which have been filled with spirit and supplied to the Customer by a supplier other than Campbeltown Bond.
Transferee: means any third party to which the Customer sells, resells or otherwise transfers ownership of goods which at the time of such resale or transfer are the subject of the Services.
Warehouse: means any maturation warehouse owned, managed or otherwise under the control of Campbeltown Bond in Scotland.
Warehouse Rents: the charges set out in the Order to be paid by the Customer in consideration of the Warehousing Services or, where there is no Order, Campbeltown Bond’s standard warehouse rent from time to time.
Warehousing Services: the storage of Filled Casks in a Warehouse (including any transit between Warehouses) as more particularly set out in Part B of the Schedule, including but not restricted to regauging, reracking and drawing samples of saif casks.
Week: means a calendar week.
Whisky: Spirit derived from distilled malted barley and/or other grains as defined by the Scotch Whisky Regulation.
Year: means a calendar year
1. ESTABLISHMENT OF CONTRACT
1.1. These Conditions will apply to the Contract and any other supply of Spirit and/or Services by Campbeltown Bond to a Customer unless Campbeltown Bond has specifically agreed in writing that they will not apply.
1.2. Where there is a conflict between these Conditions and any Special Conditions, the Special Conditions will prevail.
1.3. These Conditions will take precedence over any other document submitted or referred to by a Customer.
1.4. Customer is deemed to have accepted these Conditions as a condition of Campbeltown Bond agreeing any Order or Customer receiving Spirit and/or Services from Campbeltown Bond (including as where such Spirit and/or Services are received as a transferee of ownership of Filled Casks)
1.5. In these Conditions:
1.5.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.5.2. A reference to a party includes its successors and permitted assigns.
1.5.3. A reference to a statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5.4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5.5. A reference to writing or written includes email, the online customer portal or other electronic communication formats.
1.6. These Conditions include any terms set out in the Schedule attached to it.
2. SUPPLY OF SPIRIT AND/OR SERVICES
2.1. Subject to the Customer complying with its obligations under the Contract, Campbeltown Bond agrees to provide the Spirit and/or Services to Customer and Customer agrees to purchase from Campbeltown Bond the Spirit and/or Services set out in any Order in accordance with these Conditions and any Special Conditions.
3. CUSTOMER’S OBLIGATIONS
3.1. Where Campbeltown Bond’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
3.1.1. Without limiting or affecting any other right or remedy available to it, Campbeltown Bond shall have the right to suspend performance of the Services and/or supply of Spirit until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Campbeltown Bond’s performance of any of its Obligations;
3.1.2. Campbeltown Bond shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Campbeltown Bond’s failure or delay to perform any of its obligations; and
3.1.3. The Customer shall reimburse Campbeltown Bond on written demand for any costs or losses sustained or incurred by Campbeltown Bond arising directly or indirectly from the Customer Default.
4. CHARGES AND PAYMENT
4.1. In consideration for the supply of Spirit and/or the provision of the Services by Campbeltown Bond the Customer agrees to pay the Price and/or Charges in accordance with the Contract.
4.2. The Customer shall pay each invoice submitted by Campbeltown Bond within 14 days of the Invoice Date.
4.3. AlI amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Campbeltown Bond to the Customer, the Customer shall, on receipt of a valid VAT invoice from Campbeltown Bond, pay to Campbeltown Bond such additional amounts in respect of VAT as are chargeable. In the event that any other tax becomes due in relation to Spirit and/or Services under these such tax shall be paid by the Customer.
4.4 If the Customer fails to make a payment due to Campbeltown Bond under the Contract by the due date, then, without limiting Campbeltown Bond’s remedies under these Conditions, the Customer Shall pay interest on the overdue sum from the due date until pavement of the overdue sum, whether before or after judgment. Interest under this Clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.5. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.6. The Customer grants Campbeltown Bond a lien and security interest in the Filled Casks for any debts and liabilities due to Campbeltown Bond and on failure by the Customer to meet any such debt or liability on its due date, Campbeltown Bond may at any time thereafter sell the Filled Casks in such manner and at such price as Campbeltown Bond in its sole discretion thinks fit and without prior notice to the Customer and may apply the proceeds towards such debts and liabilities due by the Customer to Campbeltown Bond.
4.7. Campbeltown Bond shall not be bound to recognise any transfer of the Filled Casks by the Customer to a Transferee nor be bound to deliver the Filled Casks to the Customer or anyone claiming any right through the Customer if the Filled Casks are subject to the lien set out above.
4.8. Title in the Filled Casks will in no case pass to a Transferee until:
4.8.1.a Customer’s request for such transfer has been received and acknowledged by Campbeltown Bond; and
4.8.2.the Transferee has satisfied Campbeltown Bond that it holds the necessary certification under the UK’s Warehousekeepers and Owners of Warehoused Goods Regulations and/or satisfies Due Diligence requirements as set out by Campbeltown Bond.
4.9. Upon a transfer of Filled Casks being acknowledged by Campbeltown Bond in writing, the Filled Casks will cease to be subject to lien in respect of any claim against the transferor but will be subject to the whole of these Conditions as against the Transferee.
4.10. Campbeltown Bond will not be bound to recognise any change in ownership of the Filled Casks unless or until the Transferee has either taken physical delivery of the Filled Casks from Campbeltown Bond or enters into a Contract for the provision of Services by Campbeltown Bond in respect of such Filled Casks.
4.11. Customer will remain liable to pay the Price and/or Charges outstanding at the time the transfer of the Filled Casks is recognised by Campbeltown Bond.
4.12 Notwithstanding the foregoing, Campbeltown Bond will not be bound to províde Services in respect of any Filled Casks which Customer transfers to a Transferee. Campbeltown Bond may call upon the Customer to uplift such Filled Casks and Customer will be bound to do so within the time limit specified by Campbeltown Bond, which will be no less than seven days.
5. INTELLECTUAL PROPERTY RIGHTS AND USE OF SCOTCH WHISKY DESCRIPTOR
5.1. The Customer agrees, and shall procure that any Transferee agrees, that it shall not use any name, trade mark, trading name, or other intellectual property rights owned by Campbeltown Bond nor shall it make any reference to Campbeltown Bond in connection with the sale or promotion of any product without first obtaining Campbeltown Bond’s prior written consent.
5.2. The Customer acknowledges that Campbeltown Bond cannot give any assurance that the content of filled Casks will comply with Scotch Whisky Regulations. The Customer is entirely responsible for compliance with the Scotch Whisky Regulations and any other laws and regulations relating to any products made from the Grain Spirit or the contents of any Filled Casks.
6. CONFIDENTIALITY
6.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 6.2.
6.2. Each party may disclose the other party’s confidential information:
6.2.1.to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 6; and
6.2.2.as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. This clause 6 shall survive termination of the Contract.
7. LIMITATION OF LIABILITY
7.1. Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:
7.1.1. death or personal injury caused by negligence; and
7.1.2. fraud or fraudulent misrepresentation.
7.2. Subject to clause 7.1, Campbeltown Bond’s total liability to the Customer shall not exceed of the aggregate amount of money paid by Customer to Campbeltown Bond for Spirit and/or Services under the Contract during the 6-month period immediately preceding the event giving rise to the claim for liability. Campbeltown Bond’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
7.3 Subject to Clause 7.1, Campbeltown Bond shall have no liability to the Customer for
(a) any indirect, incidental, exemplary, special, reliance or consequential damages; or (b) any loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; or loss caused by negligence of its employees even if advised of the possibility of these damages.
7.4 Except as expressly provided in these Conditions, and to the maximum extent permitted by law, neither party makes any warranties to the other party, and each party disclaims all warranties, oral or written, express, implied or statutory, with respect to its performance under a Contract, fitness for a particular purpose, non-infringement, and implied warranties arising from any course of dealing, course of performance or usage in trade.
7.5. Unless the Customer notifies Campbeltown Bond that it intends to make a claim in respect of an event within the notice period, Campbeltown Bond shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the full grounds for the claim.
7.6. This Clause 7 shall survive termination of the Contract.
8. TERM AND TERMINATION
8.1. The Contract shall commence on the Commencement Date and continue until the supply of Spirit and/or Services agreed in all Orders has been delivered in full or it is otherwise terminated in accordance with the terms of the Contract.
8.2. Without affecting any other right or remedy available to it, either party may terminate a Contract with immediate effect by giving written notice to the other party if:
8.2.1.the other party commits a material breach of its obligations under a Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
8.2.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8.2.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
8.2.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under a Contract has been placed in jeopardy.
8.3. Without affecting any other right or remedy available to it, Campbeltown Bond may terminate the Contract at any time:
8.3.1.with immediate effect by giving written notice to the Customer if there is a change of Control of the Customer; or
8.3.2.upon providing at least 1 months’ notice to Customer.
8.4 Without affecting any other right or remedy available to it, Campbeltown Bond may suspend the supply of Services and/or all further supply of Spirit under any Contract if the Customer fails to pay any amount due to Campbeltown Bond on the due date for payment, the Customer becomes subject to any of the events listed in Clause 8.2.2 to Clause 8.2.A, or Campbeltown Bond reasonably believes that the Customer is about to become subject to any of them.
9. CONSEQUENCES OF TERMINATION
9.1. On termination of the Contract the Customer shall immediately pay to Campbeltown Bond all of Campbeltown Bond’s outstanding unpaid invoices and interest and, in respect of Services and/or Spirit supplied but for which no invoice has been submitted, Campbeltown Bond shall submit an invoice, which shall be payable by the Customer immediately on receipt and not subject to the usual terms of the Contract.
9.2. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the terms of the Contract which existed at or before the date of Termination.
9.3. Any provision these Conditions that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
10. FORCE MAJEURE
10.1. Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under a Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to industrial action, shortage of raw materials or other supplies, accident or catastrophe, acts of public or governmental authority (a “Force Majeure Event”). The time for performance of any obligation delayed by such Force Majeure Event shall be extended for the period of delay, provided that if the party affected by such circumstances is unable to resume performance of its obligations hereunder within 90 days after the commencement of such Force Majeure Event the other party shall be entitled to terminate the Contract.
11. GENERAL
11.1. Assignment and other dealings
11.1.1. Campbeltown Bond may at any time assign, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
11.1.2. The Customer shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Campbeltown Bond.
11.2 Notices.
11.2.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the email addresses used in conjunction with the Contract.
11.2.2. Any notice shall be deemed to have been received
(i) if delivered by hand, on signature of a delivery receipt; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting: and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
11.2.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.3 Severance.
It any provision or part-provision of these Conditions is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to make it
valid, legal and enforceable. If such modification is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modification to or deletion of a provision or
part-provision under this clause shall not affect the validity and enforceability of the rest
of these Conditions.
11.4 Waiver.
A waiver of any right or remedy under these Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy. No partnership or agency.
11.5 No partnership or agency
Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
11.6 Entire agreement.
11.6.1. These Conditions together with any Order and any Special Conditions constitutes the entire agreement between the parties and supercedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.6.2. Each party acknowledges that in entering into a Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
11.7 Variation.
Except for Special Conditions set out in an Order, no variation of these Conditions shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
11.8 Governing law.
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland.
11.9 Jurisdiction.
Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions, the Contract or their subject matter or formation. The parties agree that the order of a Scottish Court may be enforced in any jurisdiction where a party owns material assets, carries on business or is domiciled.
SCHEDULE A
SUPPLY OF SPIRIT
A.1. Campbeltown Bond agrees to sell to Customer and Customer agrees to purchase from Campbeltown Bond the Minimum Volume of Spirit set out in any Order.
A.2. Where the Customer wishes to purchase more than the Minimum Volume of Spirit
in any order, Campbeltown Bond shall endeavour to meet such demand but is not obliged to do so.
A.3. The Customer acknowledges that in relation to Spirit for which the Customer requires Cask Filling Services, Campbeltown Bond will make available the volumes set out in the Order. It is the Customer’s responsibility to ensure that Customer Casks are available for Campbeltown Bond to undertake the Cask Filling Services in relation to the same Spirit in the Order.
A.4. Where samples are requested of Spirit in an Order, Campbeltown Bond will advise the Customer of the timescale in which they can be provided subject to the Customer paying the relevant Charges set out in the Order. Where samples have been received and approved by the Customer, Spirit conforming to such samples subject to normal variations within tolerances generally accepted in the industry shall be accepted by Customer.
A.5. In the event of any dispute in relation to the quality of Spirit the matter shall be referred to an independent expert chosen by Campbeltown Bond for final determination. The costs of appointing such expert shall be paid for by the Customer.
A.6. Where Spirit is validly rejected by the Customer due to a quality or other issue the Customers shall be entitled to receive replacement Spirit or a refund of the sums paid in respect of such rejected Spirit but shall have no other remedy against Campbeltown Bond.
A.7. Where the Spirit supplied is to be the subject of Cask Filling Services, risk in the Spirit shall transfer to the Customer once the Spirit has been filled into the Customer Casks but title in the Spirit shall remain with Campbeltown Bond until it is paid for in full. Where the Spirit supplied is to be collected by the Customer in bulk, risk shall transfer to the Customer when the Spirit is loaded into the Customer Tankers or IBCs but title in the Spirit shall remain with Campbeltown Bond until it is paid in full. Collection in bulk will not be authorised by Campbeltown Bon until payment has been received in full.
A.8. Where Spirit supplied is to be the subject of Warehousing Services it will be delivered as set out Part B of this Schedule.
A.9. Where Spirit is to be collected by the Customer in bulk, Campbeltown Bond shall endeavour to have the Spirit ready for collection by the Customer from the Bond on the relevant Delivery Date. The Customer shall collect Goods from the Distillery on the Delivery Date. Delivery is ex works Distillery with the customer meeting all relevant clauses in the Contract and Conditions including, but not limited to, A.7. set out above.
A.10 Campbeltown Bond shall invoice the Customer at a weekly interval at most in arrears for the Price of any Spirit which has been filled into Customer Casks.
SCHEDULE B
CASK FILLING SERVICES
B.1. Customer understands that time for delivery of the Customer Casks to Campbeltown Bond is of the essence and undertakes to deliver to Campbeltown Bond (or where such Customer Casks are currently warehoused by Campbeltown Bond to instruct the disgorging of such Customer Casks in order that they are available to Campbeltown Bond for the Cask Filling Services) the Customer Casks in the quantities required to enable Campbeltown Bond to undertake the Cask Filling Services at the exact location specified by Campbeltown Bond the day immediately preceding the Filling Date.
B.2. If the Customer Casks are not received by or made available to Campbeltown Bond in accordance with the terms of this Schedule or defective Customer Casks are received Campbeltown Bond shall, where applicable:
(i) issue the customer with a new Filling Date;
(ii) have the right to refuse entry to any tankers arriving at its premises containing Third Party Spirit in which case it shall not be considered in breach of this Agreement nor shall it be liable for any associated costs;
(iii) be entitled to charge the Customer an Ancillary Service Charge for reloading vehicles with the defective Customer Casks; and
(iv) be entitled to charge the Customer any relevant Charges for storage of Spirit in the period between the allocated Filling Date and any new Filling Date allocated by Campbeltown Bond to the Customer.
B.3. Where Campbeltown Bond agrees to store Empty Customer Casks for more than 24 hours before any Filling Date the Customer shall pay the Empty Cask Storage Charges to Campbeltown Bond.
B.4. The Customer is entirely responsible for providing Customer Casks which are suitable for the storage and maturation of Spirit. Campbeltown Bond will not be liable for any loss of spirit or reduction in the quality of Spirit or Third Party Spirit which is filled into Customer Casks.
B.5. Notwithstanding the provisions of clause 5 above and always on the understanding that Campbeltown Bond has no obligation to inspect Customer Casks for defects, Campbeltown Bond reserves the right to reject Customer Casks which it considers are inappropriate for use in providing the Cask Filling Services. In which case, the Customer shall arrange for such Customer Casks to be collected by the Customer within 30 days.
B.6. The Customer shall pay the Cask Filling Charges in consideration for the Cask Filling Services. Such Cask Filling Charges shall be invoiced weekly in arrears.
SCHEDULE C
WAREHOUSING SERVICES
C.1. The supply of Warehousing Services by Campbeltown Bond is subject to such capacity and material constraints as shall prevail in Campbeltown Bond’s organisation at the relevant time. In the event that Campbeltown Bond no longer has capacity to provide the Warehousing Services the Customer shall be entitled to use the services of an alternative supplier for such warehousing.
C.2. Campbeltown Bond shall have the right to require the immediate removal of Filled Casks from its warehouse at any time in the event that any Filled Cask is leaking or other issues arise in connection with the Filled Casks. The Customer shall be liable for any damage suffered by Campbeltown Bond or its other customers as a result of leaking Filled Casks.
C.3. Insurance
The Customer acknowledges and understands that during the provision of the Warehousing Services, including any transportation of the Filled Casks from one Warehouse to another during the provision of those Warehousing Services, the Filled Casks will remain at the Customer’s risk. The Customer will be responsible for maintaining adequate levels of insurance cover for all Filled Casks warehoused and whilst in transit under this Agreement.
C.4. Minimum Warehouse Term
The Customer shall procure the Warehouse Services in relation to each Filled Cask for the Minimum Warehouse Term.
C.5. If the Customer wishes to remove any Filled Casks from the warehouse before the Minimum Warehouse Term, the Customer will notify Campbeltown Bond in advance and advise Campbeltown Bond of the quantity, wood type and Filling Date of the Filled Casks it wishes to remove. Campbeltown Bond shall reserve the right to choose which of the Filled Casks fulfilling those criteria will be removed to ensure the least disruption, time and cost in removing them from its warehouse. In these circumstances, the Customer shall remain liable for the Warehouse Rents for the remainder of the Minimum Warehouse Term together with any other Charges.
C.6. Where a Filled Cask is sold by the Customer to a Transferee the Customer shall continue to remain liable for the Warehouse Rent until such time as such Transferee enters into an agreement for Warehouse Services directly with Campbeltown Bond.
C.7. The Customer shall pay the Warehouse Rents in consideration for the Warehousing Services. Such Warehouse Rents shall be invoiced weekly in arrears.
C.8. Campbeltown Bond will apply an inflationary uplift to Warehouse Rents from the 1* January each year or any other date as may be agreed providing 1 months’ notice of such revised Warehouse Rents to the customer and revised rent rates will be maintained for a minimum of one year.
C.9. Uplifts
The Customer may make arrangements to remove their Casks from Campbeltown Bond providing Campbeltown Bond with at least 10 working days’ notice in writing and provided such onward Warehouses are approved Maturation Warehouses. The Customer shall supply to Campbeltown Bond Due Diligence for said onward Warehouses upon request by Campbeltown Bond. Delivery Requests will be subject to the onward Warehouse meeting the Due Diligence requirements of the day.
C.10. Where Filled Casks are disgorged and the Customer Casks remaining are surplus to any requirements for Cask Filling Services, Campbeltown Bond shall notify the Customer and such Customer Casks must be removed from Campbeltown Bond’s premises within 48 hours of such notification. If the Customer fails to collect such Customer Casks in time, Campbeltown Bond shall be entitled to charge, and Customer shall pay, the applicable Empty Cask Storage Charges.
C.11. Campbeltown Bond shall not be liable for any delay in delivery of the Filled Casks that is caused by a Force Majeure Event or the Customer’s failure to provide Campbeltown Bond with adequate delivery instructions or any other instructions that are relevant to delivery.