The Terms and Conditions in this Agreement form a contract in relation to the provision of storage by Cru Asia Limited (“Cru Asia”) to the client (“Client”). The Client is a person or corporate body that contracts for the storage services provided by Cru Asia. The registered address of Cru Asia is Room 1903 Tung Wah Mansion 199-203 Hennessy Road, Wan Chai Hong Kong. Cru Asia’s company registration is 1644816. Cru Asia reserves the right to suspend or terminate the Client’s account if Cru Asia has reason to believe that the Client is in breach of any of these Terms and Conditions.

1. STORAGE

Unless specified, all storage products “Stock” are stored in Cru Asia’s dedicated storage warehouse, as specified from time to time. Cru Asia acknowledges no claim to legal title of the Stock other than in settlement of balances owed to Cru Asia in accordance with clause 2 of this Agreement.

2. PAYMENT

Storage fees are charged monthly in arrears for the days Stock was stored in the storage facility. Storage invoices are due on invoice date (any separate credit terms agreed between Cru Asia and the Client do not apply to storage charges). Cru Asia reserves a lien over the totality of the Client’s Stock in storage for any storage or other charge or money owed by the Client to Cru Asia or Cru group companies. Cru Asia reserves the right to refuse the release of Client Stock pending receipt of cleared funds to ensure that the Client’s outstanding balance remains below the cost value of Stock held. Cru Asia shall be entitled to charge interest on unpaid invoices at 3% per annum over the US Federal Reserve base rate from the date payment was due.

3. ONLINE INTERFACE: CONDITIONS OF USE

All automated communications with the Client shall be via electronic means. Primarily, Cru Asia will convey information relating to Stock stored in the storage facility via a website facility (“Website”). Cru Asia will undertake all reasonable steps to ensure that the information on the Website is accurate. But it is the Client’s responsibility to check data conveyed via the Website for accuracy on a periodic basis. Cru Asia shall not be in breach of this Agreement in the event of failure to make available the Website. Cru Asia reserves all rights to withdraw, amend or cancel the Website, with or without notice, and Cru Asia shall not be contractually bound to offer any service once it has been withdrawn, amended or cancelled.

4. CLIENT INSTRUCTIONS

Instructions from the Client will only be accepted and acted if placed using the secure Website. Instructions can be received by email at Cru Asia’s discretion and will be refused if we cannot verify the identity of the instructor. In respect of any instructions for movement of Stock, the following provisions shall apply:

1. i) The Client is responsible for the accuracy of all instructions. Cru Asia is not be liable for any instructions placed in error.
2. ii) Instructions shall continue in force until cancelled or superseded.
3. iii) The Client is responsible for the security of the instructions and shall take reasonable care to ensure that instructions are secure and that unauthorised access to the Website is prevented.
4. iv) Cru Asia shall use its reasonable endeavours to act on requests from a Client for cancellation or amendment of such instructions placed via the Website prior to execution, but cannot guarantee to do so.
5. v) Where a request has been received via the Website, Cru Asia will email the Client confirmation of their request. It is the responsibility of the Client to ensure that the details contained within this communication are correct. Should the Client fail to receive the communication it is the Client’s responsibility to advise Cru Asia as soon as possible.
6. vi) It is the Client’s responsibility to ensure that his electronically held contact details are up to date at all times.

5. RECEIPT OF STOCK

Cru Asia will provide the Client with a confirmation of the landing of Stock into the storage facility via electronic means. It is the responsibility of the Client to ensure that the details contained within this communication are correct. Cru Asia will not accept responsibility or financial liability for any incorrect data. Cru Asia reserves the right to accept only goods that are accompanied by valid and appropriate documentation. In order to comply with customs or other Government requirements, Cru Asia may require:

1. i) An invoice showing purchase prices for all Stock not purchased from Cru Asia. Any wines received without cost price values will be entered at the current market value.
2. ii) An invoice to show that all relevant taxes have been paid (if any are applicable).
3. iii) On landing, the Client Stock is inspected by Cru Asia. This check involves: a) a unit count; b) an exterior description check; c) notification of any exterior damage to Stock and d) application of UID label (if required).

6. DELIVERIES

Home (or other premise) delivery from a Client storage account can be arranged directly from the Website and is subject to the same delivery charges as standard deliveries. Collection in person is not permitted, other than by special arrangement with Cru Asia. Deliveries from the storage facility are governed by Cru Asia’s standard terms and conditions.

7. CLAIMS & LIABILITY

Client Stock is insured to cost value. Cru Asia shall not be liable for any act or omission or delay or non-performance of any of its obligations caused by events beyond Cru Asia’s power or control. The Client shall indemnify and hold harmless Cru Asia against all damages, actions, claims, losses, costs (including all legal costs), taxes and expenses that are suffered or incurred by Cru Asia whether or not foreseeable or avoidable, which arise directly or indirectly from: i) any breach or alleged breach by the Client of these Terms and Conditions, ii) Fraudulent activities of, or misuse by the Client, their employees, representatives or agents or persons and or parties passing themselves off as the Client, their employees representatives or agent, or iii) incomplete, incorrect or wrong instructions supplied by the Client.

8. RIGHT OF LIEN OVER CLIENT STOCK

Stock to at least the value of outstanding balances must be held in the Client’s storage account at all times. In the event of failure by the Client to pay any amount due to Cru Asia, Cru Asia may, at the due time, without prejudice to its other legal rights and remedies against the Client, give notice in writing of its intention to sell or otherwise dispose of the Stock. The proceeds of the sale or disposal shall be remitted to the Client after deduction for all expenses (including an administration charge) and all amounts due to Cru Asia. Where Cru Asia has been unable to contact the Client and the Client has not paid any invoices due for more than one year, Cru Asia reserves the right to sell the Clients’ entire Stock (whether Cru Asia has previously exercised its right of lien and sold Stock or not). The proceeds of the sale or disposal shall be held for the Client with no interest accruing for a minimum period of three years from the date of last contact with the Client, after deduction for all expenses (including an administration charge) and all amounts due to Cru Asia from the Client.

9. TERMINATION

Either Cru Asia or the Client may terminate this Agreement by giving to the other one month’s notice in writing via any media.

10. EFFECTIVENESS OF TERMS & CONDITIONS

This Agreement takes effect immediately and supersedes all previous versions that are now null and void. Receipt of stock into the Cru Asia bond and or use of Cru Asia’s Website constitute acceptance of these Terms and Conditions by the Client, unless otherwise agreed in writing by Cru Asia. Cru Asia reserves the right to alter these Terms and Conditions subject to 28 days’ notice.

11. SALE OF WINES

You may utilise our selling wines section of the account management section of the Website. By clicking on the relevant button to offer your wines for sale you are agreeing to make the wines available for sale at the stated selling price and quantity, and you agree that on sale you will receive the selling price minus the commission specified in the confirmation notification. This will be credited to you account as an account credit. You acknowledge that Cru Asia may act as agent of principal in the transation. You warrant that you enjoy full legal title to the wines and that they remain, to the best of your knowledge, in the condition specified. You acknowledge that the electonic record of the sale notification is the relevant record. Whilst Cru Asia will endevour to action any request you make via another channel, we cannot guarantee to do so. Cru Asia has no responsibility or liability for any sales actioned by yourself as to price or quantity if they are made in error.

12. LAW/JURISDICTION

Both parties to this Agreement agree to submit to the jurisdiction of the courts of Hong Kong Special Administrative Region (HKSAR).