Trading Rules
Vin-Exchange Group Limited
Updated: 2016.2 Effective 1st February 2016
1. HOW VINEX WORKS
1.1 The Website is an web-based electronic trading exchange that introduces wine Sellers and wine Buyers within regions, countries and internationally allowing them to contract for the sale and purchase of wine or wine-grape derived products. VINEX is not a party to any contract resulting from utilising the services of VINEX.
2. SELLING - How VINEX works
4.1 Seller submits a Listing
4.2 Sellers advertise wine for sale on the Website, specifying the terms of sale including the minimum and maximum volume available and a price per unit of measure[DH3] (Listing). Listings do not constitute an offer to sell but rather an invitation to treat directed to the public at large.
4.3 Seller selects Trade Method
(a) Sellers may only select one or a combination of the following Trade Methods (Selling Methods) per Listing. The Selling Methods are:
(i) Auction;
(ii) Best Offer;
(iii) Buy Now;
(iv) Swap; or
(v) Pre-Harvest Buy Contract
(vi) Auction Method
(i) The Seller's Listing must include a minimum reserve price. Buyer may make a Bid over the Website to buy the Seller’s wine on the terms specified in the Seller’s Listing, except that the Buyer may select the volume of wine to purchase; its desired price per unit of measure by placing Bids. The[DH4] Seller will be notified of the Bid via an email notification system to the Seller’s email address. The Bid constitutes an Offer to purchase the wine on the terms described in the Bid. The Buyer may retract their offer at any time before it is accepted by following the prompts on the Website.
(ii) Buyer's Bid
A. On the close of the auction;
I. if the Buyer's Bid is the highest and above the Seller's reserve price, the Seller will be advised by us via the Website (an Acceptance).
II. if the Buyer's Bid is not the highest or below the Seller's reserve price, the Seller will be advised via the Website notification system that the auction did not generate an Acceptance. The Seller may elect to extend the Listing for a future auction date or withdraw the listing.
B. There is no limit to the number of Bids that can be made by a Buyer.
C. Bids may be placed as single Bids or the auto-incremental Bid option may be selected.
D. Each auction has a pre-auction wine sampling and notification period before the auction starts. Once started the auction runs for 72 hours. If a Bid is made within 5 minutes of the auction close time, the auction is automatically extended for a further 10 minutes from the time of the Bid.
I. Acceptance is evidence of a binding and enforceable contract which incorporates the Trade Rules.
(c) Best Offer, Swap, Pre-Harvest Buy Contract
(i) The Buyer may make an Offer over the Website to buy the Seller’s wine on the terms specified in the Seller’s Listing, except that the Buyer may select the volume of wine to purchase within the Seller's stated minimum and maximum listed volume; its desired price per unit of measure, and the pickup/delivery terms, product status and draw-down time frame. The Seller will be notified by us of the Offer via an email notification system to the Seller’s email address. The Offer constitutes an Offer to purchase the wine on those described terms. The Buyer may retract this Offer at any time before it is accepted by following the prompts on the Website.
(ii) Seller and Buyer negotiate
(iii) If the Seller is satisfied with the Bid, the Seller can accept it using the prompts on the Website (an Acceptance). An Acceptance is evidence of a binding and enforceable contract which incorporates the Trade Rules.
(iv) If the Seller is not satisfied with the Offer, the Seller can decline to accept the Offer or make a counter-offer to the Buyer via the Website notification system to sell the wine to the Buyer on the terms specified in the Listing except that the Seller may again change the volume, price, and/or the pickup/delivery and draw-down timeframe for the wine. The counter-offer constitutes an Offer to sell the wine on those terms. The Seller may retract this counter-offer at any time before it is accepted by following the prompts on the Website notification system. The Buyer may make an Acceptance using the prompts via the Website notification or decline to accept the Offer or make a counter-offer of its own.
(v) There is no limit to the number of counter-offers that can be made between Buyer and Seller.
(vi) Any Offer or counter-offer may be retracted by the person who placed it at any time by following the prompts via Website. However, if an Offer or counter-offer has been made and it is not retracted at the time that it is accepted by the other party then a binding and enforceable contract is concluded.
(vii) Offers and counter-offers automatically lapse if they are not accepted within 72 hours.
5. BUYING - How VINEX works
(a) Buyers selects Trade Method
(b) Buyers may only select one or a combination of the following Trade Methods (Buying Methods) per Listing. The Buying Methods: are
(i) Procurement Auction;
(ii) Tender Manager;
(iii) Sell Now; or
(iv) Pre-Harvest Sell Contract
(c) Procurement Auction Method
(i) The Buyer's Listing must include a maximum reserve price. The Seller may make a Bid over the Website to supply the Buyer’s wine requirements on the terms specified in the Buyer’s Listing, except that the Seller may select the volume of wine supply; its desired price per unit of measure by placing Bids. The Buyer will be notified of the Bid via an email notification system to the Buyer’s email address. The Bid constitutes an offer to sell the wine on those described terms. The Seller may retract their offer at any time before it is accepted by following the prompts on the Website.
(ii) Seller's Bid
(a) On the close of the auction:
I. if the Seller's Bid is the lowest and below the Buyer's reserve price, the Buyer will be advised via the Website (an Acceptance).
II. if the Seller's Bid is not the lowest or above the Buyer's reserve price, the Buyer will be advised via the Website notification system that the auction did not generate an Acceptance. The Buyer may elect to extend the Listing for a future auction date or withdraw the listing.
(b) There is no limit to the number of Bids that can be made by a Seller.
(c) Bids may be placed as single Bids or the auto-incremental Bid option may be selected.
(d) Each auction has a pre-auction notification period before the auction starts. Once started the auction runs for 72 hours. If a Bid is made within 5 minutes of the auction close time, the auction is automatically extended for a further 10 minutes from the time of the Bid.
(e) Acceptance creates and is evidence of a binding and enforceable contract which incorporates the Trade Rules in the form of the Contract of Sale and Purchase [attached or on the Website].
(d) Tender, Pre-Harvest Sell Option
(a) The Seller may make an Offer over the Website to supply the Buyer’s wine on the terms specified in the Buyer’s Listing, except that the Seller may select the volume of wine to supply within the Buyer's stated minimum and maximum listed volume; its desired price per unit of measure, and the pickup/delivery terms, product status and draw-down timeframe. The Buyer will be notified of the Offer via an email notification system to the Buyer’s email address. The Offer constitutes an Offer to sell the wine on those described terms. The Seller may retract this Offer at any time before it is accepted by following the prompts on the Website.
(b) Seller and Buyer negotiate
(c) If the Buyer is satisfied with the Offer, the Buyer can accept it using the prompts on the Website (an Acceptance).
(d) If the Buyer is not satisfied with the Offer, the Buyer can decline the Offer or make a counter-offer to the Seller via the Website notification system to purchase the wine from the Seller on the terms specified in the Listing except that the Buyer may again change the volume, price, and/or the pickup/delivery and draw-down timeframe for the wine. The counter-offer constitutes an Offer to purchase the wine on those terms. The Buyer may retract this counter-offer at any time before it is accepted by following the prompts on the Website notification system. The Seller may make an Acceptance using the prompts via the Website notification or decline the Offer or make a counter-offer of its own.
(e) There is no limit to the number of counter-offers that can be made between Buyer and Seller.
(f) Any Offer or counter-offer may be retracted by the person who placed it at any time by following the prompts via Website. However if an Offer or counter-offer has been made and it is not retracted at the time that it is accepted by the other party then a binding.
(g) Acceptance has been made. Offers and counter-offers automatically lapse if they are not accepted within 72 hours.
(h) An Acceptance creates and is evidence of a binding and enforceable contract of sale.
(i) VINEX will notify the Seller and Buyer of the other party's contact details by email; and the Seller must pay VINEX a fee for the sales contract.
(j) We do not guarantee the success of any Listing, Offer or counter-offer, or the performance of any contract.
6. CONTRACTS BETWEEN BUYERS AND SELLERS
6.1 VINEX is defined as an electronic trading platform engaged or used by others, at least partially on a commission basis, to facilitate contracts under instructions from Buyers and Sellers, relative to goods to which it does not have actual or constructive possession.
6.2 Express terms of sale must be identified by Sellers as part of their Listing.
6.3 Subject to any terms which change by Website negotiation, these terms and the Listing itself forms the contract between Sellers and Buyers who agree to contract via the Website only. The Seller may only use this form of contract.
6.4 We do not warrant that these terms are complete, reliable, accurate or appropriate for your individual circumstances. You agree that you enter into any contract negotiated via the Website relying entirely upon your own independent assessment of all relevant matters and do not rely upon any warranty, statement or representation made or given by us or on our behalf. We encourage you to seek independent legal advice particular to your circumstances before agreeing to be bound by any contract.
7. SAMPLE PROCESS AND APPROVALS
8.1 Sellers may make wine or grape derived product (where applicable) samples available when creating a Listing, or amend an existing Listing. If a Buyer requests a sample it remains the Sellers decision whether or not to provide that sample. The Seller may accept, decline or request clarification on the sample requested.
8.2 A Seller may choose not to provide samples until a Contract for Sale is accepted.
8.3 A Buyer may request a sample if Listed as available before or during the term of the Listing.
8.4 If a Seller accepts a sample request, the Seller:
(a) must ensure the sample substantially reflects the Listing as detailed although the sample may be customised, but only to the extent to deliver the style the Buyer has specifically requested;
(b) must follow the VINEX bottle quantity, labelling and delivery instructions;
(c) must not use a proprietary branded bottle, box or other material and must remove any proprietary identifying markings that could reasonably expect to provide the Buyer with an indication as to the identity of the Seller;
(d) must not attempt to send samples requested via the Website direct to a Buyer.
8.5 The Buyer may on acceptance of a sale request a final sample for approval before the Contract for Sale is confirmed and exchanged between parties.
(a) If the Buyer foregoes their right to receipt of a final sample, the Buyer is immediately bound by the binding and enforceable Contract for Sale.
(b) If the Buyer requests a final samples for approval the Seller must despatch the sample as requested within 7 days of receiving the notification request.
(c) If the Seller fails to despatch the final sample within 7 days of the notification, the Contract for Sale may be cancelled at the discretion of VINEX in consultation with the Buyer.
(d) If the Buyer declines acceptance of the final sample, the Buyer may request subsequent samples for acceptance.
(e) If the third final sample is declined by the Buyer, the Seller may at their discretion decline to supply subsequent final samples and the Contract for Sale becomes void.
8.6 VINEX reserves the right to request a sample from a Seller for analysis purposes to ensure the sample reflects the quality/grade claimed and other specifications claimed. If a samples is requested by VINEX the Seller must at their own cost forward a sample to the delivery address advised within 7 days of receiving the request.
8. VIN APPRAISALS
9.1 The Seller may request VINEX to appraise a wine for either a planned or existing Listing. VINEX offers several levels of appraisal services detailed on the Website. The services are provided by VINEX using contracted independent experienced and qualified wine tasters and certified analytical laboratories.
9.2 The VINEX VinScore is a rating out of a maximum of 5.0 as determined by a contracted independent taster. The score is for a wine sample as supplied and described by the Seller within its designated quality/grade. The rating is designed to reflect the objective assessment by an independent experienced wine taster. The rating does not provide any assurances to the content, additives or legality of the wine as fit for your market or purposes.
9.3 VINEX has developed an extensive network of appraisal services and takes all reasonable efforts to ensure the integrity and quality of the service is delivered. If on receipt of an appraisal requested by you, you find a fault or object to its findings you should raise these concerns directly with VINEX via the Website complaints area.
If you have any questions about the Trading Rules or would like to seek clarification, please contact:
The Managing Director
Vin-Exchange Ltd
Level 1, 1-5 Clerkenwell Road
London EC1M 5PA United Kingdom
Email: enquiry@vinex.market
Vin-Exchange Ltd ©2016 All rights reserved.