1.1 We are StockVins Technology Limited ("we", “us”, the"Company" or "StockVins") and we own and operate the site. Our site is a live marketplace that allows users to search, buy and sell fine wines over the Internet, including by using our applications or software (“services”).
1.2 By using our site you agree to be bound by the following terms and conditions. Please read them carefully.
1.3 We reserve the right to make changes to these terms and conditions from time to time without providing any prior notification. The amended terms and conditions are effective from the date they are published on our site. Your continued access and use of our site and our services shall represent your unconditional acceptance of the latest version of the terms and conditions.
1.4 Under the law of Hong Kong, intoxicating liquor must not be sold or supplied to a minor in the course of business.
2.1 You are required to register with us when you use the services or place an order. By registering you are making a statement, upon which we are entitled to rely, that you are aged 18 years or above and capable of forming a legally binding contract.
2.2 You represent to us that all purchases made by you through our site will be within the scope of your authority to conclude contracts.
2.3 In consideration of your use of our services, you agree to:
2.3.1 provide true, accurate, current and complete information about yourself when filling out our registration form; and
2.3.2 maintain and promptly update your registration information to keep it true, accurate, current and complete. If we have reasonable grounds to suspect that any information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your registration.
3. BUYING AND BIDDING
3.1 Placing a bid and buying wines
3.1.1 You may place a bid for a wine or buy a wine at the offered price through us in accordance with the site.
3.1.2 You acknowledge and agree that each bid you place to buy wine through us is a firm and unconditional bid to buy, which, until withdrawn or amended by you may be accepted by us at anytime.
3.1.3 The currency used is Hong Kong Dollars unless agreed otherwise by us.
3.1.4 A bid deposit may be required. The bid deposit amount will be reserved on your credit card’s credit limit when the bid is made.
3.1.5 You may amend, vary or withdraw a bid to buy in accordance with the site procedures for amending, varying or withdrawing bids. An amendment, variation or withdrawal you make will be deemed to take effect from the time when it is posted on the site.
3.1.6 In relation to each bid you make to buy wine or for each buying instruction at the offered price you warrant and represent to us that:
(i) all information provided by you in relation to the bid or buy is accurate, complete and up-to-date;
(ii) your bid and your purchase of the wine from us does not, and will not breach any applicable law, statute or regulation; and
(iii) you have the necessary funds to be able to buy the wine you have bid to buy.
3.2 Accepting your bid to buy
3.2.1 If we receive an offer from another trading member to sell the wine you have bid to buy at the price at which you have posted for that wine then we will notify you by email that we accept your bid to buy, the trade is closed, and we will remove your bid from StockVins. A legally binding contract of sale for that wine is made between you and us at the time that we send you an email notifying you that we accept your bid to buy, irrespective of whether you receive that email. If you choose to buy a wine at the offered price, a legally binding contract of sale for that wine is made between you and us immediately when the instruction is given.
3.2.2 Each contract of sale is a separate agreement between you and us and incorporates these terms and conditions.
3.2.3 Notwithstanding any other provision of these terms and conditions or any contract of sale, we may cancel a contract of sale before it has been fulfilled without incurring any liability to you where:
(i) both you and we agree in writing that the contract of sale should be cancelled;
(ii) we find that the offer from the trading member to sell the wine has been made in error; or
(iii) we find that the offer from the trading member to sell the wine fails to pass the quality check.
3.2.4 In relation to each contract of sale, we warrant to you that:
(i) we will supply you with wine that meets the description and condition of the wine you buy;
(ii) we have and will have at all relevant times full legal and beneficial title to the wine we supply to you, free from all charges, liens and other third party rights and encumbrances.
3.2.5 In relation to each contract of sale, the warranties are in lieu of all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the wine that is the subject of that contract of sale which might but for this clause be implied or incorporated into that contract of sale by any statute, common law or otherwise, all of which are excluded to the extent permitted by law.
3.3.1 We will charge you a commission for each contract of sale made between you and us where you are the buyer. Details of how we calculate the commission can be found on the site or obtained from us on request.
3.4.1 In relation to each contract of sale we will charge you, and you shall be liable to pay to us, an invoiced amount equal to:
(i) your bid price;
(ii) our commission; and
(iii) any other direct charges to the contract of sale.
3.4.2 You are responsible for paying any duty, value added tax and/or other sales taxes and/or any customs, import or export duties and/or any other miscellaneous charges that may be incurred on any wine you purchase from us. We will charge you and you must reimburse us for any duty, value added tax and/or other sales taxes and/or any customs, import or export duties we are liable to pay on any wine we sell to you.
3.4.3 If you buy wine on StockVins and you fail to pay us for the wine in full by the due date for payment or you notify us that you are unable or unwilling to pay for the wine then any deposits or part payments will not be refunded. We will be entitled the possession of the wine you buy but fail to settle the payment in full before the due date, and at any time and at all time without any further notice, StockVins can resell the wine to any trading member of the site.
3.4.4 If a merchant account who has separate agreement with StockVins for waiving the deposit or other forms of privilege, the above clause shall still be applicable. For trades with waived deposits, we may sell that wine you buy but fail to settle the payment in full before the due date on StockVins at the best available bid price. Where there is no bid for the wine we may offer the wine for auction with a reserve at 50% of the current “market price”. If there is any shortfall between the price you are liable to pay us for the wine and the price at which we sell the wine, you will be liable to pay us the shortfall, together with any direct costs incurred by us, in full.
4. SELLING AND OFFERING
4.1 Placing an offer and selling
4.1.1 Before you can place an offer for sale or sell a wine on StockVins, you first need to register your wine on your account. Please contact us to register your wine.
4.1.2 An offer is made by you on StockVins when you have entered the following information on the offer page:
(a) the name of the wine which is subject to the offer;
(b) the vintage of the sale wine;
(c) the bottle size and number of bottles in the case for sale;
(d) the offer price for the sale wine;
(e) the time period for which the offer shall be valid;
(f) accepted our Terms and Conditions; and
(g) clicked submit.
4.1.3 You agree that any offer made is an unconditional offer for sale, which may be accepted by us at any time.
4.1.4 Offers are to be made in Hong Kong Dollars only.
4.1.5 You are responsible for the accuracy of any offers made.
4.1.6 We reserve the right to remove any offers in our sole discretion.
4.2 Seller Warranties
4.2.1 When making an offer on StockVins, you warrant, represent and undertake to us that:
(a) you are at least 18 years old;
(b) all information set out in the offer is accurate and complete and up-to-date;
(c) the wine is fit for human consumption;
(d) you own full legal and beneficial title to the wine free and clear of encumbrances;
(e) your sale of the wine does not and will not breach any applicable law, statute or legislation;
(f) no third party rights (including intellectual property rights) are infringed by the making of the offer;
(g) no tax or other duties are outstanding in respect of the wine and no tax or duties shall be payable upon transfer of the wine;
(h) no warehousing fees or similar custody fees are outstanding in relation to the wine; and
(i) you have not made any: (i) other offer to sell the wine on StockVins or privately; or (ii) offer to sell the wine on any other exchange or platform, in each case where such offer is open to acceptance during the offer period.
4.2.2 You warrant, represent and undertake to us that:
(a) The wine is in original wooden cases or original case from other material;
(b) Labels are original, undamaged, unblemished, and unmarked;
(c) Capsules are original, undamaged, unblemished, and unmarked;
(d) Wine bottle fill levels are equal to or above
(i) Base neck - Bordeaux bottles; or
(ii) 3cm from bottom of cork - Burgundy and other bottles; and
(e) No strip labels or any import labels of any kind exist anywhere on the bottle.
4.3 Offer Acceptances
4.3.1 An offer is accepted when, during the offer period, another user of StockVins makes a bid or a bid is live on StockVins which matches your offer price.
4.3.2 In accepting your offer, we rely upon your warranties set out in this Section.
4.3.3 A summary of the contract of sale and its terms shall be confirmed to you by email.
4.3.4 We may cancel a contract of sale:
(a) where you and StockVins mutually agree that it should be cancelled;
(b) where we, in our sole discretion,determine that the matched bid has been made in error; or
(c) where the wine is rejected during our inspection.
4.4 Inspection of sale wine
4.4.1 You agree that we may inspect your sale wine.
4.4.2 We have the sole discretion in accepting and rejecting your sale wine. In case your sale wine is rejected, you agree that:
(a) the contract of sale shall be terminated; and
(b) you shall, at your expense, collect your sale wine from our warehouse.
4.4.3 We shall notify you of such an event by email and/or telephone.
4.5.1 Upon the completion of a contract of sale we agree to pay you the sale price, less:
(a) seller’s commission; and
(b) any other charges due to us in relation to the contract of sale.
4.5.2 Payment shall be made to you within 15 business days after the completion of the contract of sale.
5.1 Delivery,title and risk
5.1.1 In relation to each contract of sale, we will be deemed to have delivered the wine to you at the time we add the wine to your account and notify you that we have done so. We will add the wine to your account within one month of the date of the contract of sale, provided that before this date we have received the conforming wine from the seller and full payment for the wine from you.
5.1.2 Title to the wine passes to you at the time we receive from your full payment in cleared funds for:
(i) the wine; and
(ii) all other related sums which are or which become due to us from you on any account.
5.1.3 If you hold the wine prior to the title to the wine passes to you, you shall:
(i) hold the wine on a fiduciary basis as our bailee; and
(ii) maintain the wine in satisfactory condition.
5.1.4 Until title passes to you, you grant us, our agents and employees an irrevocable licence at any time to enter any premises where the wine is or may be stored in order to inspect it, or, where your right to possession has terminated, to recover the wine.
5.1.5 Risk in the wine passes to you at the time we notify you that we have added the wine to your account.
5.1.6 You will be responsible for complying with any export and subsequent import requirements which may apply in respect of any wine you purchase from us.
5.2 Delivery from our warehouse
5.2.1 You may request us to deliver the wine from our warehouse to your specified address for a charge. We only make deliveries in the specified areas of Hong Kong. We currently do not make deliveries to remote areas and outer islands, and buildings without elevator facility. We reserve the right to decline delivery at our sole discretion. You may collect your ordered goods from our logistics center.
5.2.2 We will deliver the goods ordered by you to the address you give us for delivery at the time you make your order. You agree to present your photo identification upon request when you acknowledge receipt of the goods. You agree and accept that we are entitled, at our option, to charge you additional costs or cancel your order without any refund or compensation to you in the event of your failure to accept delivery for whatever reasons.
6. CONFORMITY OF WINE
6.1 In relation to each contract of sale you are responsible for verifying that the wine we sell to you conforms with the terms of that contract as soon as possible after the wine is delivered or added to your storage account. If you find that the wine does not conform with the terms of the contract of sale then you must notify us of this fact by email or post within 7 days of the date the wine is delivered or added to your account. If we do not receive notification from you within this period then you will be deemed to have accepted that the wine conforms with the terms of the contract of sale.
6.2 If you notify us that the wine does not conform with the terms of the contract of sale then you must provide us with reasonable evidence supporting your claim and, where you have removed the wine from our warehouse, promptly return the wine to us. Unless we dispute your claim, we will, at our discretion and by way of full and final settlement of all our obligations and liabilities under our contract of sale with you for that wine, either:
(i) refund any monies you have paid to us for the non-conforming wine; or
(ii) replace the non-conforming wine with wine that conforms to the terms of the contract of sale.
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
7.1 We do not represent or warrant that access to our site (including using our applications or software), or any part of it, will be uninterrupted, reliable or fault-free.
7.2 We do not represent or warrant to you that our site or any of its contents will be accurate, complete or reliable.
7.3 We do not represent or warrant that:
7.3.1 any services (whether or not provided by us) will be provided with due care and skill; or
7.3.2 any goods or services (whether or not provided by us) will be of merchantable quality or will be fit for any purpose(even if that purpose has been previously notified to us).
7.4 You agree that no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us. Any information which you transmit to us is transmitted at your own risk.
7.5 To the extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:
7.5.1 any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to our site (including using our applications or software) or any information on our site;
7.5.2 the unavailability of our site (or any part of it), goods or services;
7.5.3 any delay in providing, or failure to provide or make available, goods or services, or any negligent provision of goods or services;
7.5.4 any goods or services not being of merchantable quality or fit for their intended purpose; or
7.5.5 any misrepresentation on or relating to our site, the goods or the services.
7.6 Save as required by law:
7.6.1 we will not be liable to you for any indirect or consequential loss, damage or expenses, including loss of profits, business or goodwill, arising out of any problem you notify to us, and
7.6.2 we will have no liability to pay any money to you by way of compensation except otherwise specified in these terms and conditions.
7.7 You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase goods or services from our site. We make no representation and accept no liability in respect of the export or import of the goods or services you purchase.
7.8 You agree that each of these limitations is reasonable having regard to the nature of our site.
7.9 None of the above exclusions shall affect any statutory rights which are not capable of being excluded. However, in such case our obligation, where permitted by law, will be limited to the resupply of such goods and services to you.
7.10 Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these terms and conditions.
8.1 You represent, warrant and covenant that you will not:
8.1.1 use our site for any fraudulent or unlawful purpose;
8.1.2 use our site to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity;
8.1.3 interfere with or disrupt the operation of our site or the servers or networks used to make our site available; or violate any requirements, procedures, policies or regulations of such networks;
8.1.4 transmit or otherwise make available in connection with our site any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
8.1.5 reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to our site (including our applications or software);
8.1.6 modify, adapt, translate, reverse engineer, decompile or disassemble any portion of our site (including our applications or software);
8.1.7 frame or mirror any part of the site without our express prior written consent;
8.1.8 create a database by systematically downloading and storing the Content, User Content or any site content; and
8.1.9 infringe any copyright, design right and intellectual property right in the goods and services.
9.1 The intellectual property rights in all Content are owned, controlled or licensed by or to us. Except for the rights granted to you under clause 9.2, nothing in these terms and conditions shall confer on you any right or interest in the Content and all other rights are reserved to us.
9.2 Subject to these terms and conditions, you may use the Content for your own personal purposes.
9.3 Unless you have our express written consent or you are expressly authorised by law to do so, you shall not:
9.3.1 use the Content for any commercial or other non-personal purpose;
9.3.2 make any copies of the Content or transfer the Content to any other device or any other person; or
9.3.3 otherwise reproduce, distribute, communicate to the public, modify, reformat, prepare derivative works of or display the Content.
9.4 You acknowledge and agree that we may cease to supply any of the Content to you at our sole discretion if you are in breach of any of the terms of this clause.
9.5 We shall use all reasonable commercial endeavors to ensure the accuracy of the Content but gives no warranties and makes no representations, express or implied, statutory or otherwise regarding the accuracy, quality or completeness of the Content or its fitness for any purpose and we exclude any liability relating to it. You also agree that responsibility for the content of advertisements appearing on our site rests solely with the advertisers. The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers’ products and each advertiser is solely responsible for any representations made in connection with its advertisement. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy of information contained on our site.
10. USER GENERATED CONTENT
10.1 When you submit any user generated content including all text, files, images, photos, sounds, videos or other materials to our site (“User Content”), you grant to us, a perpetual, irrevocable, non-exclusive, worldwide, transferable, sub-licensable fully paid-up and royalty-free licence to reproduce, distribute, communicate to the public, publicly perform, modify, prepare derivative works of, display and otherwise use the User Content in connection with the site, including without limitation for the purposes of promoting and redistributing part or all of the site in any media formats and through any media channel. Without limitation, the rights that you grant to us under this clause 10.1 include a right to grant each user of the site a sub-licence to use the User Content to the extent permitted by the functionality of the site from time to time. You hereby waive, and procure that all other authors of the User Content waive, all moral rights in the User Content (including rights to be identified as the author of the User Content or to object to any derogatory treatment of the User Content), whether such rights subsist now or at any time in the future in any place in the world.
10.2 You represent, warrant and covenant that:
10.2.1 you have the legal right and authority to grant the licence in clause 10.1 above;
10.2.2 you are the owner of the User Content and/or have all of the necessary rights, consents, permissions and licences which are required for you to grant us the licence in clause 10.1 above;
10.2.3 by exercising the licence in clause 10.1 above, we shall not infringe the intellectual property rights or other rights of any third party;
10.2.4 to the extent that the User Content identifies any individual (whether by name, picture or otherwise), you have obtained all consents and permissions from those individuals which are required for us to use the User Content as contemplated by the licence in clause 10.1 above;
10.2.5 the User Content does not include any material that may be illegal, defamatory, obscene, offensive, harmful to the safety of any person, aimed at harassing any person or otherwise is inappropriate for display on our site; and
10.2.6 at our request, you will provide us with written copies of any consents, permissions and licences that you are required to obtain.
You agree to indemnify us and all of our directors, employees and contractors, and hold us all harmless from any claim,loss, damage, cost, expense (including legal expenses) or other liability which may be incurred by us arising out of any breach of the covenants, warranties,representations and agreements herein.
12. LINKED WEBSITES
Certain links, including hypertext links,in our site will take you outside our site. Links are provided for your convenience and inclusion of any link does not imply endorsement or approval by us of the linked site, its operator or its content. We are not responsible for the content of any website outside our site.
13.1 We may terminate your access to our site or registration immediately if you are in breach of any of these terms and conditions.
13.2 Any rights that have accrued to either party at the date of termination will remain enforceable after termination.
14. INTELLECTUAL PROPERTY
14.1 All intellectual property rights in the Content, User Content, design, text, graphics and other material on our site and the selection or arrangement thereof are owned, controlled or licensed by or to us. Any usage without our prior written permission is strictly prohibited.
14.2 All trademarks, product names and company names or logos used in our site are our property or that of the respective owners. No permission is given by us in respect of the use of any such trademarks, get-up, product names, company names, logos or titles and such use may constitute an infringement of the holder's rights.
15.1 We reserve the right at any time without notice to revise the content of our site (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our site and by continuing to use our site following any such change you will signify that you agree to be bound by the revised terms and conditions of use. This right includes the right to change any of the documentation which forms part of these terms and conditions.
15.2 We have made every effort to make clear whether the quoted prices for merchandise available through our site include any relevant tax or duty. Wherein any case it is not clear please note before you make an order that you might be required to bear a liability to tax or duty (for example value added tax) imposed by operation of law that is in addition to the price.
15.4 We reserve the right at our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide our services to any user that is in breach of these terms and conditions.
15.5 We shall not be liable to you for any breach of these terms and conditions of use or any failure to provide or delay in providing our services through our site resulting from any event or circumstance beyond our reasonable control.
15.6 If any clause hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other clause and such invalid clause shall be deemed to be severed from these terms and conditions.
15.7 We may assign these terms and conditions or appoint any third party, including our group companies, to provide the services to you on our behalf or to perform any of our obligations under these terms and conditions.
15.8 You shall not assign or otherwise deal with its rights and obligations under these terms and conditions, whether in whole or in part without our written consent.
15.9 These terms and conditions set forth the entire agreement and understanding of the parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of these terms and conditions. Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly set forth in these terms and conditions.
15.10 These terms and conditions are governed by the laws in force in Hong Kong. You agree to submit to the exclusive jurisdiction of Hong Kong courts.