Terms and Conditions for Sale of Goods ("Terms of Sale")

DEFINITIONS

In these Terms of Sale, unless the context otherwise requires:

“Affiliate” in relation to a corporation, means its subsidiary, its holding company, or any other subsidiary of its holding company;

"Boutique" means The Macallan Boutique located at 328 North Bridge Road, #01-07 to 10, Raffles Hotel, Singapore 188719;

“Contract” means a contract between Edrington and the Customer for the sale of Products which incorporates these Terms of Sale and may include a receipt in respect of the Products which has been issued by Edrington;

“Customer” means the person or entity to whom Edrington has agreed to undertake the sale of or has sold the Products;

“Edrington” means Edrington Singapore Pte Ltd, a company registered in Singapore;

“Party” shall mean either Edrington or the Customer, and “Parties” shall collectively refer to both Edrington and the Customer; and

“Products” means the products that Edrington has agreed to sell or has sold to the Customer pursuant to the Contract.

APPLICATION OF THESE TERMS OF SALE

The Products are sold to the Customer subject to these Terms of Sale. Any conditions contained in any email, purchase order, or other document of the Customer, except those specifically agreed to in writing by Edrington, shall be void and of no effect.

In the event of any inconsistency between these Terms of Sale and the Contract, the latter shall take precedence. No variation of these Terms of Sale shall be binding on Edrington unless expressly agreed in writing by Edrington.

DELIVERY

The terms of delivery are set out in the Contract. Any time or date for delivery of the Products as stipulated in the Contract is approximate only and time of delivery shall not be of the essence of the Contract. Edrington has the right to make delivery of the Products in batches of such quantities and at such intervals as it may decide in its sole and absolute discretion

Delivery of the Products is deemed complete upon the Products having either been:

(a) delivered to the Customer or its authorised agent at the agreed place of delivery; or

(b) collected by the Customer or its authorised agent at the Boutique, unless otherwise agreed between the Parties in writing. Non-arrival of the Products must be notified to Edrington within three (3) days after the agreed date of arrival at the designated delivery location. Otherwise, the Product is deemed to have been delivered.

Without Edrington’s prior written approval, the Customer is not entitled to return any Products delivered. Duly authorised returns shall be delivered to a location designated by Edrington at the Customer’s expense.

If the Customer is unable to accept delivery of any Products, Edrington may at its sole discretion:

(a) arrange for suitable storage of such Products at the Customer’s expense pending delivery; or

(b) utilise such Products for other purposes at its sole and absolute discretion (including the fulfilment of orders placed by other customers) and Edrington’s obligation to deliver the Products shall thereafter be subject to the subsequent availability of such Products.

Risk of the Products passes to the Customer upon delivery. 

PRICE AND PAYMENT

Prices for the Products is stipulated in the Contract. The Customer must make payment, without any set-off or deduction, either at the time of placing the order for the Products or at the time of collection at the Boutique (as determined in the sole discretion of Edrington). Time shall be of the essence in respect of all payments due from the Customer.

Without prejudice to any other rights of Edrington, where any amount payable by the Customer has not been received by Edrington by the applicable due date, Edrington is entitled to:

(a) terminate the Contract or suspend all further deliveries to the Customer until payment in full is received; and/or

(b) repossess the Products that have already been delivered to the Customer, for which purpose Edrington or its nominee may enter any premises of the Customer or a third party.

RISK AND TITLE

Notwithstanding the passing of risk, the legal and beneficial title to the Products does not pass to the Customer until Edrington has received payment in full.

Until title to the Products has passed to the Customer, the Customer shall hold the Products as Edrington’s agent and shall keep the Products separate from the property of the Customer and third parties.

QUALITY AND LIMITATION OF LIABILITY

Edrington warrants to the Customer that all Products sold by it are of satisfactory quality and reasonably fit for all purposes for which the Products are commonly used. All other warranties and liabilities of Edrington, whether implied by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.

If any of the Products are defective in manufacture or contained in defective containers or packaging, Edrington’s liability howsoever arising in respect of, or consequent upon, any such defects is limited to, in its sole discretion:

(a) the replacement of such defective Products; or

(b) crediting the Customer with the price of such defective Products for use in future purchase(s). Edrington shall not be liable for any loss or damage arising from non-delivery or delay in delivery of the Products (or part thereof).

Upon delivery of the Goods, the Customer shall carefully inspect all Products and inform (including photographic evidence) Edrington (in the case of delivery at the Boutique) or the courier in writing (in the case of delivery by courier) regarding any damage, defects or shortage in respect of the delivered Products at the time of delivery. Edrington will not accept any claims for damage, defects or shortage unless the Customer has complied with this clause. If no such notification is done by the Customer at the time of delivery, the relevant Products are deemed to be delivered to the Customer in full and free from any defect or damage.

If any damage, defect or loss of the Products is solely due to any default on the part of Edrington before the risk in the Products is passed to the Customer, Edrington may in its sole discretion:

(a) replace any Products damaged or lost, or re-deliver any Products not delivered; or

(b) credit the Customer for the price of the Products so damaged or lost or not delivered, for use in future purchase(s).

Edrington has no liability in respect of any defect arising from the Customer’s failure to follow its oral or written instructions as to the storage or use of the Products or good trade practice regarding the same, or any defect arising as a result of abnormal storage conditions, wilful damage or negligence by the Customer (including its employees, agents and representatives). SUBJECT TO APPLICABLE LAWS, THE AGGREGATE LIABILITY OF EDRINGTON UNDER THE CONTRACT WILL NOT EXCEED TEN PERCENT (10%) OF THE AMOUNT PAYABLE BY THE CUSTOMER UNDER THE CONTRACT.

INTELLECTUAL PROPERTY

Neither Party acquires any ownership, licence or any other rights in any pre-existing intellectual property of the other Party by virtue of the Contract. The Customer has no rights in respect of any trade names or trade-marks owned or used by Edrington, any associated goodwill or in respect of any other intellectual property relating to Edrington’s products or their advertising or otherwise owned by or licensed to Edrington or its Affiliates. The Customer shall not:

(a) without the prior written consent of Edrington, remove or alter the trademarks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products; or

(b) do anything likely to damage any such trademarks, or the name or reputation of Edrington or its Affiliates.

CONFIDENTIALITY

All communications, information, and other materials in relation to the Contract shall be considered confidential information and shall be kept confidential by the recipient unless compelled or required to be disclosed by judicial or administrative procedures or by other requirements of law. The rights and obligations of the Parties under this Clause survives the termination or expiry of the Contract.

FORCE MAJEURE

Edrington has no liability whatsoever for failure to fulfil any order in whole or in part if such failure is due to any cause or event of whatever nature which is beyond Edrington’s reasonable control, including but not limited to a strike or industrial action, war, fire, pandemic, epidemic, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of the Products from normal sources of supply or any similar event which makes such fulfilment impossible or illegal.

MISCELLANEOUS

The Contract contains the entire agreement between the Parties and supersedes any previous agreement or understanding (whether oral or written) between the Parties in relation to the subject matter hereof.

The Contract is governed by Singapore law and any dispute arising out of the Contract is subject to the exclusive jurisdiction of the Singapore courts.

The failure or delay of a Party to exercise or enforce any right under the Contract will not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time.

A person who is not a party to the Contract has no right (whether under the Contracts (Rights of Third Parties) Act 2001 of Singapore or otherwise) to enforce the Contract.

The Customer agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required to give effect to the Contract.

The Customer shall not assign or transfer any of its rights and/or obligations under the Contract, except with the prior written approval of Edrington. Edrington reserves the right to assign or transfer any of its rights and/or obligations under the Contract to an Affiliate without the prior written consent of the Customer.

If any provision of the Contract is held by any court or competent authority to be void or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

Nothing in the Contract will constitute a partnership between the Parties or constitute any Party the agent of the other Party for any purpose.