Cask Terms & Conditions
VCL Vintners Limited Terms and Conditions:
Applicable to sales via the Metacask Platform
Your attention is drawn in particular to the provisions of conditions 3 (Basis of the Contract) and 9 (Liability & Warranty).
Background (defined terms all as per condition 1)
(A) These Conditions apply to the sale of Products to you by VCL (or by a third party for whom VCL acts as agent), via the Platform. By conducting the transaction via the Platform, VCL is able to issue you with an NFT, which acts as evidence of your ownership of the Product, instead of the more traditional ‘certificate of acquisition’. You can subsequently trade this NFT via the Platform.
(B) The Price you pay is for the Products, the NFT acts as evidence of your ownership of the Products.
(C) These Conditions form the Contract, which is between VCL and you. There may be other conditions which apply to your use of the Platform; any such conditions will be imposed by the operator of the Platform and not by VCL.
Refers to the account in the name of VCL with the Warehouse.
NFTs which do not record ownership of any real-world asset, instead acting as tokens redeemable against products or services. In the case of an NFT subsequently converted into a Collectible NFT, the Collectible NFT will retain any information that is not related to a Product or your ownership thereof (for example, any artwork that forms part of the NFT).
Refers to these terms and conditions with such amendments as are agreed in writing between you and VCL from time to time.
Refers to the contract between you and VCL for the supply of the Products, and issue of an NFT, to you in accordance with the Conditions.
Refers to the date that the Contract is formed in accordance with condition 3.1.
A unique digital asset that utilizes blockchain technology to record ownership of a real-world asset (in this case either an entire, indivisible whisky cask, or other bottled spirits) and evidence authenticity, as issued by VCL via the Platform.
Refers to any liability for death or personal injury arising from VCL’s negligence or default or any other liability that cannot be excluded by law.
Metacask, a marketplace for spirit-backed NFTs which is owned and operated by the Platform Operator.
CaskStore AG, a Swiss stock corporation company whose headquarters is located in Canton Zug and whose identification number is CHE-482.519.405.
Refers to the price to be paid by you for the Products, usually equal to your winning bid in the relevant auction on the Platform.
Refers to the whisky cask or other bottled spirits described in the auction description on the Platform.
VCL, we, us or our
Refers to VCL Vintners Ltd, a company registered in England and Wales with company number 07332119.
Refers to a United Kingdom private bonded storage facility nominated by VCL and/or agreed with you.
2.1 A ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
2.4 Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2.5 A reference to ‘writing’ or ‘written’ includes email but excludes SMS, WhatsApp or similar messaging platforms.
3. Basis of the Contract
3.1 By completing a transaction to purchase the NFT (either via the official auction mechanism on the Platform, or via a private sale) you are accepting our offer to supply you with the Products. The Contract between VCL and you will be formed upon the receipt by you in your digital wallet of the address pointing to the NFT on the blockchain.
3.2 For the avoidance of doubt, there is only one supply, the supply of the Products; the issue of the NFT by VCL does not constitute a separate supply.
3.3 Following the Contract Date if the contract relates to Products that have been bottled, packaged and/or labelled to your specifications, there is no right of cancellation. Where you seek to set aside such a purchase we will consider your reasons but there will be no automatic right of refund and you agree that you will not seek any retrieval of funds via the Platform or your provider of digital wallet services. This does not affect any other statutory rights you may have.
4. Delivery & Title
4.1 Unless separately agreed between us, the Products will be deemed delivered to you on the Contract Date.
4.2 Subject to and in accordance with these Conditions, and unless otherwise agreed between us, the Products will be held by VCL in the Account.
4.3 VCL will hold the Products in the Account on your behalf, and (other than as set out in these Conditions) shall have no other right, title or interest in the Products.
4.4 In addition to the NFT acting as evidence of your ownership of the Products, VCL will maintain records identifying you as the owner of the Products and will supply these records periodically and/or on request to the Warehouse, such that in the event of an insolvency of VCL, your title to the Products may be traceable.
4.5 The relationship between you and VCL shall be governed exclusively by the Contract and, unless required by law, no other rights or duties shall be implied into the Contract.
5. Storage & Removal
5.1 Unless we are instructed otherwise the Products will be stored on your behalf at the Warehouse. To the best of VCL’s knowledge the Warehouse provides a controlled environment for storage of the Products in line with industry standards. Other than any Non-excluded Liability, VCL expressly disclaims all liability in connection with the storage of the Product in the Warehouse save as provided in Condition 5.3.
5.2 The costs of storage and insurance at the Warehouse for a period of five (5) years following the Contract Date are included in the Price. The costs of storage and insurance beyond the fifth (5th) anniversary of the Contract Date shall be met by the following means:
a) as referred to in condition 6.3, we will charge you a commission of 2.5% on the price you achieve at the time of any onward sale of the Products by you; and
b) if you have not sold the Products within five (5) years following the Contract Date, VCL will charge you, from that point in time, annual storage and insurance costs at our current standard rate. Our current standard rates are £40 per annum for storage and £10 per annum for insurance, plus VAT, and may increase from time to time in the event of a variation of the rates offered to us. You agree to pay, in the manner and currency as specified on the Platform, insurance and storage costs in accordance with this Condition 5.2, failing which your insurance cover will lapse.
5.3 The Products will be specifically referenced on VCL’s insurance policy (which is updated on a monthly basis). Insurance is provided on the terms determined by VCL in its discretion and is subject to customary exclusions for leakage and spoiling. Save for any Non-Excluded Liability, VCL’s liability in connection with storage of the Products shall not exceed any amount actually recovered under the insurance policy.
5.4 In relation to whisky casks, it is customary for the Products to be regauged once every fifteen (15) years. You will be responsible for the costs associated with any additional regauge of the Products whilst such Products are stored on your behalf at the Warehouse. Following a regauge, VCL will arrange for the NFT to be updated with the updated cask information (regarding ABV%, number of litres of alcohol, etc.).
6. Sale of the Products
6.1 At any time you may arrange for sale of the Products, by arranging for the sale of the NFT (either via the official auction mechanism on the Platform, or via a private sale).
6.2 You acknowledge that:
a) any sale price for the Products you are able to achieve may be above or below the Price that you paid for the Products, particularly if you choose to sell the products prior to the customary minimum holding period of five years (since spirits with a secondary market often do not reach their collectable peak regarding profit potential for many years); and
b) the value of the Products may fluctuate regardless of how long you hold them for, and that past returns on similar products are no guarantee that such returns will be repeated.
6.3 VCL shall be entitled to 2.5% of the sale price you achieve via the Platform.
6.4 Some NFTs available for purchase on the Platform will, on their sale, incur a separate commission payable to the artist which created the unique digital artwork associated with that NFT. The extent of this commission will be communicated to you via the Platform at the time of your purchase.
6.5 In accordance with condition 9.1, VCL does not give any warranty as to the condition of the Products at any particular time. If, for example, prior to a sale by you of the Products, you (or the person you are selling the Products to) wishes to ascertain the condition of the Products, you may request a regauge in accordance with condition 5.4, or otherwise request assistance from VCL (for which VCL may charge a fee).
7.1 You appoint us to be your agents for the purpose of obtaining and retaining storage of the Products at the Warehouse on the terms that we will agree with the Warehouse in accordance with customary practice.
8.1 The Price is inclusive of import duties to the Warehouse, but your attention is drawn to Condition 12.4. The cost of taking the Products out of bond is available upon request.
8.2 We will pay any freight, carriage, insurance and other costs associated with delivery from the person who supplies to the Products to VCL.
9. Liability & Warranty
9.1 The nature of the Products and the fact that we are not involved in their production or manage the Warehouse means that we do not give any warranty or make any representation as to:
a) the suitability of the Products for your purposes, whether as an investment opportunity or otherwise; or
b) the condition of the Products at any time. In particular, please note that due to the nature of the Products, leakage and/or spoilage are inherent risks which can never be fully mitigated, and (as referred to in condition 5.3) losses arising from these events are not recoverable via insurance.
9.2 In the event of damage to or loss of the Products that is recoverable via VCL’s insurance policy (as referred to in condition 5.3):
a) VCL shall arrange for any applicable insurance proceeds, less VCL’s costs, to be deposited via the Platform into your digital wallet; and
b) The NFT evidencing your ownership of the Product(s) will be converted into a Collectible NFT.
9.3 We do not warrant or imply that the Products cannot be purchased elsewhere at a lower price.
9.4 We undertake that we will:
a) only engage suitably qualified and reputable third parties to provide the Warehouse facilities;
b) ensure the insurance described in these Conditions is provided only by reputable insurers; and
c) fulfil our duties pursuant to these Conditions with professional skill, care and diligence as is customary in the market.
9.5 Other than any Non-Excluded Liability and except as set out in these Conditions, we will have no liability to you arising out of the Contract, whether the liability arises in contract, tort (including negligence) or otherwise.
9.6 Telephone conversations may be monitored in the interests of ongoing training.
9.7 If you have any queries, complaints or comments about the Products, these should be marked for the attention of the Directors and sent to us at VCL Vintners Ltd, 2nd Floor Regis House, 45 King William St, London, EC4R 9AN.
10.1 VCL recommends that you take advice from your own tax specialist regarding capital gains tax on the disposal of your purchase.
11.1 In addition to any other rights of termination either party may have, VCL may terminate the Contract on written notice to you at any time if in VCL’s reasonable opinion the performance of the Contract is or may be in breach of any applicable laws or regulation.
11.2 You be deemed to have terminated the contract with immediate effect if you sell the NFT in accordance with condition 6.1. If you sell the NFT privately (i.e. not via the official auction mechanism on the Platform), then you are responsible for ensuring that the buyer of the NFT has read, understood, and agrees to these Conditions, and you indemnify VCL for any losses arising from any failure by you to do so.
11.3 You will terminate the contract with immediate effect if you redeem the NFT and/or transfer the Products out of the Account in accordance with condition 12.
11.4 Either party may terminate the Contract with immediate effect if the other party commits a material breach of any term of the Contract (including non-payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so.
11.5 You may terminate this agreement with immediate effect if VCL takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, entering a procedure in any jurisdiction with a similar effect to a procedure listed in this condition 11.5, or suspends or ceases, or threatens to suspend or cease, carrying on business.
11.6 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12. Redemption of the NFT
12.1 If you wish to transfer the Products from the Account to your own or another account, or you wish to otherwise redeem the NFT, the remainder of this condition 12 will apply.
12.2 If at any time the Products are removed from the Warehouse whether following a sale or your request for the Product to be delivered to another storage facility, you will pay the reasonable costs of such removal.
12.3 The risk of any damage or loss to the Products resulting from their removal as described in condition 12.2 above will pass to you at the time the Products leave the Warehouse.
12.4 You will be responsible for any tax, VAT or excise duty payable upon removal of the Products from the Warehouse.
12.5 You are not permitted to remove the Products from the Account or otherwise redeem the NFT if there are outstanding insurance and/or storage payments pursuant to condition 5.2.
12.6 Owing to the fact that you will own the Products directly and not via the Account:
a) VCL will issue you with a delivery order (or other specific paperwork transferring title, if the Products comprise products other than whisky casks);
b) VCL will arrange for the NFT to be converted into a Collectible NFT; and
c) you will be responsible for arranging for the storage and insurance of the Products.
13. Our other remedies
13.1 If you do not pay any amount that is due from you on the due date (including an amount payable under Condition 5.2), or commit any other material or persistent breach of these Conditions, we will arrange for the Platform Operator to contact you via the email address associated with your Platform account. If we do not receive a response within 14 days, we may (in addition to our other rights and remedies):
a) charge interest daily on the unpaid amount at the rate of 3% per annum above the Bank of England’s base rate in force from time to time, from the due date until the date that we receive payment in full;
b) exercise a lien over the Products until such time as we are repaid in full (VCL will have a particular lien, as well as a general lien, on the Products for all monies due from you); and
c) at VCL’s sole discretion, sell the Products, in which case we will: (i) deduct such sums as are owing to us from the proceeds of the sale of the Products (including any interest pursuant to condition 13.1a)); (ii) deposit any excess funds from such sale into the digital wallet associated with your Platform account; and (iii) convert the NFT into a Collectible NFT.
14.1 You will not assign or transfer any of your rights or obligations under the Contract save as required by law or with the prior written consent of VCL.
14.2 The Contract constitutes the entire agreement between the parties.
14.3 No variation of the Contract shall be effective unless it is agreed in writing and signed by the parties.
14.4 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is so deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.6 Any notice given to a party under or in connection with the Contract shall be in writing and shall be either delivered by hand or by commercial courier or sent by email to the following addresses (or an address substituted in writing in accordance with these Conditions):
a) You: via the Platform Operator to the email address associated with your account on the Platform.
VCL Vintners Limited
6 Bevis Marks
14.7 If any notice is delivered on a day that is not a business day in the place of delivery, it shall be deemed delivered on the next business day.
14.8 You confirm that you are entering into the Contract on your own account and not on behalf of any third party. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15. Governing Law
15.1 The Contract, 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 England and Wales.
15.2 Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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This document was last updated on May 21st, 2022