1. Definitions

• In this Agreement the following terms shall where the context so admits have the following meanings:

• "Agreement" means the sales of Goods by AWM to the Client in pursuant to the Sales Order Form containing the Terms and Conditions of Sales.

• "AWM" means Assets Wine Management (Singapore) Pte Ltd (Company Registration No. 200504625H), a company incorporated in Singapore.

• "Client" means the name of the person, company, firm or legal entity listed as the customer in the Sales Order Form.

• "Designated Warehouse" means a warehouse in Singapore or such other place as may be designated by AWM from time to time.

• "Goods" means goods such as spirit, wine, and alcoholic and non-alcoholic beverage as set out in the Sale Details in the Sales Order Form.

• "Order" means the placement of the order by the Client for the Goods with AWM.

• "Sales Order Form" means the written confirmation of the Order as provided in Clause 2(2) herein.

• "parties" means the parties to this Agreement and where the context permits include their successors in title.

2. Placement of Order

• An Order can be made with a representative of AWM.

• An Order is only accepted by AWM upon receipt by AWM of the duly executed Sales Order Form by the Client.

• Until full payment is received by AWM, AWM reserves the right to reject, rescind, cancel or amend any order made by a Client without being liable to the Client for any loss or damages.

• No Order which has been accepted by AWM may be cancelled by the Client except with the agreement in writing of AWM and on terms that the Client shall indemnify AWM in full against all losses, damages, charges and/or expenses incurred by AWM as a result of such cancellation.

• The property of the goods ordered by the Client shall remain with AWM until full payment is made within the stipulated time period stated in the Sales Order Form.

3. No Representation

• No representation whether verbal or in writing made by an employee, representative or agent or such other person connected with AWM in respect of the Goods shall bind AWM unless confirmed by AWM in writing and duly signed by the authorized signatory of AWM.

• Any advice or recommendation given by AWM or its employees, representatives or agents or such other person connected with AWM to the Client or its employees, representatives or agents as to the storage, application or use of the Goods which is not confirmed in writing by AWM and duly signed by the authorized signatory of AWM shall not bind AWM. Such unauthorized advice or recommendation, if relied on by the Client shall be entirely at the Client's own risk, and accordingly AWM shall not be liable for any such unauthorized advice or recommendation.

4. Price and Payment

• Payment by the Client shall exclude all or any taxes (including but not limited to prevailing Goods and Services Tax rates), levies, duties or expenses payable by the Client for the Order.

• The price of the Order shall be the price as stated in the Sales Order Form  does not include Goods and Services Tax, levies, duties and such other expenses connected with the purchase of the Goods, if applicable shall be borne by the Client solely.

• All prices stated in the Sales Order Form or Order is in Singapore Currency unless otherwise expressly stated and agreed to by both parties in writing.

• Payment for the Goods shall be by the method as designated by AWM or otherwise agreed upon between the parties in writing.

• AWM reserves the right, by giving written notice to the Client at any time prior to the delivery, to increase the price of the Order to reflect any increase in the cost to AWM which is due to any factor beyond the control of AWM (such as, without limitation, currency regulation, significant increase in the costs of insurance, any foreign exchange fluctuation, alteration of duties, significant increase in the costs of transportation), any change in delivery dates, quantities or specifications for the Order which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give AWM adequate information or instructions.

5. Delivery and Storage

• Except as otherwise stated under the terms of Sales Order Form, and unless otherwise agreed in writing between the Client and AWM, all prices given by AWM include:

  • Storage of three (3) years of the Goods in a Designated Warehouse commencing from date of entry of the Goods in the Designated Warehouse for the purposes of storage.
  • Insurance for the total value of the Goods as at the date of purchase.
  • Packing and delivery of Goods from country of origin to Singapore to the Designated Warehouse.

• The Client may collect the Goods from the Designated Warehouse or such other place as designated by AWM at any time after AWM has notified the Client that the Goods are ready for collection.

• In the event the Client collects the Goods from the Designated Warehouse before the storage period provided under the Agreement, there shall be no refund of any unutilized portion of storage period, insurance or such other cost and expense as provided to the Client herein.

• Any dates quoted for delivery of the Goods are approximate only. AWM shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of this Agreement unless previously agreed by the parties in writing. The Goods may be delivered by AWM in advance of the quoted delivery date upon notification given to the Client and the Client shall not raise any objection thereto.

• Save for reasons beyond the reasonable control of AWM or the fault of the Client AWM’s liability for failure to deliver the Goods shall be limited to the difference between the Price as stated in the Sales Order Form and the replacement cost of the Goods procurable in the open market and the Client shall not be entitled to any other damages suffered by the Client as a result of non delivery of the Goods for whatever reasons. In this regard AWM reserves the absolute right to source the replacement order for the client from available sources and the client shall not raise any objection thereto.

• If the Client fails to take delivery of the Goods or fails to give AWM adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to AWM, AWM may:

  • Store the Goods until actual delivery and charge the Client for the reasonable costs (including insurance) of storage calculated at S$1 (one Singapore dollar) per day; or

  • Sell the Goods at the reasonable price readily obtainable and (after deducting all reasonable storage and other connected expenses account to the Client for the excess over the price under this Agreement or charge the Client for any shortfall below the price under this Agreement by reference to the Sales Order Form.

6. Risk and Warranty

• Risk of damage to or loss of the Goods shall pass to the Client:

  • In the case of Goods to be delivered to the Designated Warehouse, at the time when AWM notifies the Client that the Goods are available for collection; or

  • In the case of Goods to be delivered otherwise than at the designated warehouse, at the time of delivery or, if the Client wrongfully fails to take delivery of the Goods, the time when AWM has tendered delivery of the Goods.

  • Notwithstanding delivery or the passing of risk in the Goods to the Client prior to delivery, the property in the Goods shall remain with AWM until and unless AWM has received payment in full of the price of the Goods agreed to be sold by AWM to the Client.

  • Until such time as the property in the Goods passes to AWM shall be entitled at any time to require the Client to deliver up the Goods to AWM and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are stored and repossess the Goods. In this respect the Client is deemed to have given AWM the express consent or authorization to enter the premises where the Goods are stored without being liable for trespass.

• AWM does not warrant:

  • The quality, drink ability, fitness for use or purpose or freedom from defect or deterioration of the Goods, either at the time of delivery or deemed delivery or at the time of collection by the Client.

  • The market value or appreciation in value of the Goods; or

  • That the Goods comply with any description of the Goods in any marketing materials or packaging or the information on any label or that the Goods comply with any sample.AWM shall not in any circumstances be liable for any indirect or consequential loss or damage arising from wastage, spoilage or the deterioration of any Goods, the loss of market for the Goods, decline in the value of any Goods or for the damages arising from or attributable to any cause, including the willful or negligent act or omission of AWM.

• AWM shall not in any circumstances be liable or obliged to repurchase the Goods or to effect any future sale of the Goods.

7. Non-Cancellation

Unless as otherwise provided by these terms, all orders accepted by Company cannot be cancelled, and all monies paid for such orders are non-refundable unless agreed to by AWM subject to the absolute discretion of AWM without having to give any reason therefore.

8. Non-Cancellation

Client shall not assign or otherwise transfer any Contractual rights and obligations hereunder whether in whole or in part without the prior written consent of AWM.

9. Force Majeure

AWM shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of AWM's obligations in relation to the Goods, if the delay or failure was due to any cause beyond AWM's reasonable control. Without prejudice to the generality of the foregoing, the following and not limited thereto shall be regarded as causes beyond AWM's reasonable control:

• Act of God, explosion, flood, tempest, fire or accident;
• War or threat of war, terrorist acts, sabotage, insurrection, civil disturbance or requisition;
• Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
• Import or export regulations or embargoes;
• Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of AWM or of a third party)

10. Governing Laws and Jurisdiction

This Agreement is governed and construed in accordance with the laws of Singapore and both parties shall submit to the non-exclusive jurisdiction of the courts of Singapore.

11. Modifications and Amendments

All modifications, variation and amendments to any of the terms of this Agreement or any Order or Sales Order Form must be made in writing between the parties duly endorsed by authorized signatories of both parties.

12. Exclusion of Third Parties

Save as expressly provided herein, these Terms and Conditions of Sales shall not be enforceable by any party who is not a party to this Agreement under The Contracts (Rights of Third Parties) Act 2001 as amended from time to time.

13. Invalidity and Waiver

If any provision of these Terms and Conditions of Sales is found to be invalid by virtue of illegality or as against public policy by any court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. 

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term subsequent thereto.

14. General Provisions

• The titles, sub-titles, headings or sub-headings appearing in these Terms and Conditions of Sales are inserted only as a matter of convenience and shall in no way define, limit, construe or describe the scope or intent of the sections or clauses of this Agreement, nor in any way affect this Agreement.

• Words in this Agreement importing the singular meaning shall where the context so admits include the plural meaning and vice versa.

• Reference to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions (whether before or after the making of this Agreement) from time to time and shall include any provisions of which they are re-enactments (whether with or without modifications).

• Words importing one gender include all other genders, words importing the singular include the plural and vice versa, and words importing a person include a firm or a company.

• Where two or more persons are included in the term "Client", all covenants, agreements, terms, conditions and restrictions shall be binding on and applicable to them jointly and each of them severally, and shall also be binding on and applicable to their personal representatives and successors in title and permitted assigns respectively jointly and severally.

• Where there is any conflict between the provisions of these Terms and Conditions of Sale and those of the Sales Order Form, the provisions of these Terms and Conditions of Sale shall prevail.

• Subject to Clause 14.6 above this Agreement shall be read together with the conditions as stated in the Sales Order Form as one single Agreement.

• This Agreement and the Sales Order Form are mutually inclusive and therefore the signing of either one of the documents shall include the other subject to Clause 14.6 above.

14. SPECIAL CONDITIONS

• Where the Client makes any order for investment purposes it is unequivocally understood by the Client that notwithstanding any opinion or projection expressed by AWM or its authorized representative, agent or such other person connected with AWM no warranty or undertaking is construed to be made by AWM as to the financial viability of the investment.  In this regard AWM makes no representation as to its status as a financial adviser save that AWM provides the venue for interested clients who are interested in the purchase of the Goods for the purpose of investment.

• Any opinion expressed or information provided by AWM in relation to the availability of the Goods for investment purposes is to be construed only as a guide and not to be construed as investment directive for financial gain. In this regard all investment risks shall be to the sole account of the Client.

• For avoidance of doubt AWM price list or price projection list shall not be construed as expert valuation of the market value or projected market value of the Goods and any reliance placed thereon by the Client shall be entirely at the discretion of the Client and at the Client’s sole risk.

• Any inability of AWM to fulfill delivery obligation in accordance with the stated dated or projected date of delivery for whatever reason/s shall  entitle the Client to invoke the Client’s right of cancellation of order and full refund will be made by AWM without any interests and damages whether general, special, direct or indirect.