UNIQUE ASSET ACQUISITIONS LIMITED TERMS AND CONDITIONS OF SALE

These Terms and Conditions govern purchases of Whisky Casks, Artwork, Diamonds and related services supplied by Unique Asset Acquisitions Limited (“Unique Asset Acquisitions”, “the Company”, “we”, “us” or “our”) company number 8689015.

Please read these Terms carefully before placing an order.

1. GENERAL AND DEFINITIONS

1.1 These Terms apply to all purchases, orders, quotations, transfers, Delivery Orders, storage arrangements and related dealings between Unique Asset Acquisitions Limited and the purchaser (“Buyer”, “you” or “your”).

1.2 A link to these Terms is provided on every invoice issued by Unique Asset Acquisitions Limited, giving the Buyer an opportunity to review them before completing a purchase.

These Terms apply where they have been supplied or made reasonably available to the Buyer before an order is accepted. By placing or completing an order after being given the opportunity to review these Terms, the Buyer confirms acceptance of them.

A paper or electronic copy may be requested from us at any time.

1.3 A Consumer Buyer is an individual acting wholly or mainly outside their trade, business, craft or profession.

A Business Buyer is any other Buyer.

Where a provision expressly applies only to a Consumer Buyer or Business Buyer, it shall apply only to that category.

1.4 A Cask means an individually identified cask of spirit described in the applicable invoice or order confirmation.

1.5 A Delivery Order means the document or instruction used to transfer ownership and/or warehouse records relating to a Cask, subject to the procedures of the relevant warehouse and applicable HMRC requirements.

1.6 No order is accepted until we provide written confirmation. Quotations and availability may be amended or withdrawn at any time before acceptance.

The version of these Terms supplied or made available before acceptance will apply to that transaction.

All orders remain subject to the compliance requirements set out in clause 4.

1.7 Where an order confirmation expressly conflicts with these Terms, the order confirmation will prevail in relation to that particular transaction and only to the extent of that conflict.

1.8 We aim to conduct our business fairly, transparently and in good faith.

We may waive or vary a provision where we consider it fair and commercially reasonable to do so. Any concession made in one particular case does not constitute a general waiver of our rights or establish a precedent for another transaction.

2. REGULATORY STATUS, INFORMATION AND ADVICE

2.1 The purchase of an individually identified whisky cask, item of fine art or diamond will ordinarily constitute the purchase of tangible property and is not, of itself, a regulated financial product.

Unique Asset Acquisitions Limited is not authorised or regulated by the Financial Conduct Authority and does not provide regulated investment, financial, tax or legal advice.

The regulatory treatment of any particular arrangement may depend upon its structure and individual circumstances.

2.2 Buyers should obtain independent legal, financial and taxation advice where appropriate.

The Buyer is responsible for deciding whether a purchase is appropriate for their own objectives, financial circumstances and attitude towards risk.

2.3 No director, employee, representative or agent of Unique Asset Acquisitions Limited is authorised to guarantee or promise:

a particular rate of return;
a future asset value;
a target sale price;
a future purchaser;
a specific sale date;
liquidity; or
a profit.

Historical information, previous market performance and general market commentary are provided for information only. They should not be regarded as forecasts or reliable indicators of future performance.

2.4 The Buyer should not rely upon any statement concerning future value, profitability, liquidity or the timing of a future sale unless that statement is expressly incorporated into the written order confirmation as a binding contractual term.

Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation or a statement of existing fact upon which the Buyer is legally entitled reasonably to rely.

2.5 Information supplied before purchase concerning the principal characteristics and identity of the asset, including the identity of a Cask, fine artwork or diamond and the agreed purchase price, forms part of the contract to the extent required by applicable law.

Any agreed correction or variation must be recorded in writing.

3. RISK WARNING

3.1 Whisky casks, diamonds, and fine art are specialist and potentially illiquid alternative assets.

Their value can rise as well as fall, and a Buyer may receive less than the amount originally paid or, in some circumstances, may lose all of the purchase price.

3.2 Alternative assets of this nature are generally more appropriate for long-term ownership.

Buyers should ordinarily be prepared to hold an asset for approximately seven toten years or longer, depending upon the particular asset and prevailing market conditions.

Past performance is not a reliable indicator of future performance.

Where appropriate, Unique Asset Acquisitions may discuss possible exit options with a Buyer during the expected ownership period, but no future sale, purchaser, price or timeframe is guaranteed.

3.3 We do not guarantee:

future value or appreciation;
profit or investment performance;
future taxation treatment;
the existence of a future purchaser;
the timing or success of a future sale; or
that a liquid market will exist when the Buyer wishes to sell.

3.4 Following acquisition, the Buyer remains responsible for decisions relating to continued ownership and any eventual sale or transfer.

For whisky casks, this includes decisions concerning storage, regauging, movement, bottling and transfer, subject to applicable law, HMRC requirements and the terms of the relevant warehouse.

4. AGE, IDENTITY AND COMPLIANCE

4.1 The Buyer must be at least 18 years of age and legally capable of entering into a binding contract.

4.2 We may require satisfactory evidence of identity, residential or business address, source of funds and any other information reasonably required for:

anti-money-laundering compliance;
sanctions compliance;
fraud prevention;
warehouse requirements; or
HMRC or other legal/regulatory requirements.

We reserve the right to delay, refuse or cancel a transaction where required information is not supplied or where proceeding would be unlawful or expose the Company to material compliance risk.

4.3 Where we cancel a transaction under clause 4.2 for reasons not resulting from the Buyer’s breach, misconduct or wrongdoing, we will refund amounts paid in respect of obligations that have not been performed, less any amount we are legally required to retain or pay to another person, organisation or authority.

5. PURCHASE, PAYMENT, TITLE AND RISK

5.1 Where a Buyer is purchasing Whisky, Diamonds or Artwork, the Asset will only be reserved following receipt of any deposit specified in the order confirmation

A deposit constitutes a payment on account towards the purchase price. Its treatment following cancellation or breach will be governed by these Terms.

5.2 The outstanding balance must be received in cleared funds by the date specified on the invoice or order confirmation.

Unless expressly agreed in writing, Unique Asset Acquisitions Limited does not provide credit, finance or shared ownership arrangements.

5.3 Where a Cask is held within an approved tax warehouse, its purchase price may be quoted without Excise Duty or VAT being collected at the point of a qualifying in-bond supply, provided the transaction qualifies for the relevant warehousing treatment.

Excise Duty and any applicable VAT may become payable if the Cask is removed from bond, released for home use or otherwise ceases to qualify for duty-suspension or applicable warehousing treatment.

Separate services, commissions and administration charges will be treated for VAT purposes in accordance with the law applicable to those services.

5.4 Legal and beneficial title to an asset remains with Unique Asset Acquisitions Limited until all sums due in respect of that asset have been received in cleared funds.

Following payment, title will transfer and/or the asset will be delivered in accordance with the applicable order confirmation.

Ownership may be evidenced by the relevant invoice, certificate, vault certificate, Delivery Order and/or written warehouse acknowledgement, as applicable to the asset purchased.

5.5 Where a Buyer selects or approves a warehouse to hold a Cask on their behalf, responsibility for the ordinary risks associated with maturation will pass following transfer of title and acknowledgement by the warehouse that it holds the identified Cask for the Buyer.

Nothing in this clause transfers a risk that must legally remain with Unique Asset Acquisitions Limited or excludes liability arising from our negligence, breach of contract or failure to exercise reasonable care and skill.

5.6 Natural evaporation, changes in alcoholic strength, ullage and ordinary deterioration of the cask are inherent characteristics of whisky maturation and do not, by themselves, constitute evidence of breach.

Responsibility for abnormal loss or an insured event will depend upon its cause, applicable law and the relevant warehouse and insurance arrangements.

5.7 Where a Buyer fails to make payment when due or otherwise commits a material breach of contract, we may suspend performance, cancel the transaction and seek recovery of losses reasonably and foreseeably resulting from that breach.

Where a deposit has been paid, we may retain an amount reasonably reflecting our actual losses and costs after taking reasonable steps to mitigate those losses. Any remaining balance will be refunded.

We will not seek to recover twice for the same loss.

5.8 Overdue amounts may accrue simple interest from the payment due date until payment at 4% per annum above the Bank of England base rate, subject to any lower maximum rate required by law.

This provision does not apply while a Consumer Buyer reasonably and in good faith disputes a charge.

A Business Buyer may also be responsible for reasonable enforcement and recovery costs to the extent permitted by law.

6. WHISKY CASK OWNERSHIP, STORAGE AND DELIVERY ORDERS

6.1 Where the Buyer chooses to store a Cask with Royal Elizabeth Bond Limited or another suitable warehouse, Unique Asset Acquisitions Limited may assist with opening the appropriate account and arranging a Delivery Order.

Completion remains subject to:

full payment;
satisfactory compliance checks;
acceptance by the warehouse;
applicable HMRC requirements; and
receipt of any instructions or information reasonably required.

6.2 Unless expressly stated otherwise in the order confirmation, the purchase price includes only those Delivery Order, account-opening, storage, insurance or related services specifically identified in the order confirmation and only for the period stated.

6.3 Where a Cask is held by an independent warehouse operator, the Buyer’s relationship with that warehouse will be governed by a separate agreement between the Buyer and the warehouse operator.

That separate agreement governs the services supplied by the warehouse and does not replace or retrospectively alter the Buyer’s purchase agreement with Unique Asset Acquisitions Limited.

6.4

Royal Elizabeth Bond Limited is a separate legal entity and operates independently from Unique Asset Acquisitions Limited.

Its agreement with the Buyer governs services including custody, storage, insurance, handling, movement and release where those services are supplied by Royal Elizabeth Bond Limited.

These Terms govern the purchase of the Cask and any services separately supplied by Unique Asset Acquisitions Limited.

Each agreement therefore applies to its own respective subject matter.

6.5 Where the Buyer elects to use another warehouse, the Buyer is responsible for ensuring that the chosen warehouse is legally able to receive and hold the Cask.

Following transfer, the Buyer will be responsible for storage, insurance, transportation and administration charges unless otherwise expressly agreed in writing.

6.6 We will use reasonable endeavours to issue or arrange the applicable Delivery Order within a reasonable period once the requirements in clause 6.1 have been satisfied.

6.7 Malca-Amit Limited is a separate legal entity and operates independently from Unique Asset Acquisitions Limited.

Where a Buyer chooses to use storage or related services provided by Malca-Amit Limited, those services will be subject to Malca-Amit Limited’s own terms and conditions. The Buyer is responsible for reviewing and accepting those terms before using its facilities.

Further information and Malca-Amit Limited’s applicable terms and conditions can be found on its website. www.malca-amit.com.

7. FUTURE SALE OR TRANSFER

7.1 Unless expressly included as a binding obligation in the relevant order confirmation, Unique Asset Acquisitions Limited is not obliged to:

repurchase an asset;
find or introduce a purchaser;
provide a guaranteed exit strategy;
broker a future sale; or
guarantee the asset’s future marketability or liquidity.

7.2 We may agree to assist a Buyer with a future sale or transfer.

Any such assistance will be subject to our written acceptance at that time, prevailing market conditions, operational capacity, compliance requirements and any separate sale or brokerage terms agreed between the parties.

8. CANCELLATION, RETURNS AND REFUNDS

8.1 A Consumer Buyer entering into a distance or off-premises contract has the cancellation rights provided by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, except where a statutory exemption applies.

Where the statutory cancellation right applies, it must generally be exercised within 14 days of the date of the applicable contract/order by providing us with a clear statement that the Buyer wishes to cancel.

Notice may be sent to the postal address or email address specified in these Terms.

8.2 The allocation of an existing Asset to a particular Buyer does not, by itself, remove any statutory cancellation right.

Where an asset or service is genuinely made to the Buyer’s specifications, clearly personalised or otherwise falls within a statutory exception, this will be explained to the Buyer before they become contractually bound where required by law.

8.3 Where a Consumer Buyer expressly requests that we begin providing a service during a statutory cancellation period and subsequently exercises a valid cancellation right, we may charge a proportionate amount for services properly supplied before cancellation where permitted by law.

A statutory cancellation right will only be lost where the circumstances and acknowledgements required by law have been satisfied.

8.4 Outside any mandatory statutory cancellation rights, a Buyer may request cancellation of an order.

Acceptance of such a request will be at our reasonable commercial discretion.

Where cancellation is accepted, any deduction from sums already paid will be limited to reasonable losses, work already undertaken and non-recoverable costs. Any remaining balance will be refunded.

8.5. Nothing in this section limits the Buyer’s legal remedies where goods do not conform to contract, have been materially misdescribed, title cannot validly be transferred or services have not been performed with reasonable care and skill.

8.6 ARTWORK

We warrant that, on delivery or collection, the Artwork will:

conform in all material respects with its description, subject to any qualifications or representations contained in our brochures, advertisements, certificates or other documentation provided in relation to the Artwork;
be of satisfactory quality, taking into account the nature, age and characteristics of the Artwork;
be fit for any purpose that we have expressly confirmed in writing;
be free from material defects that are not inherent in the nature, age or condition of the Artwork; and
comply with all applicable statutory and regulatory requirements relating to its sale in the United Kingdom.

These provisions are in addition to any statutory rights available to a Consumer Buyer in relation to Artwork that is faulty, misdescribed or otherwise does not conform with the contract. Nothing in these Terms is intended to exclude or restrict any rights that cannot lawfully be excluded or restricted.

We will not be responsible for deterioration, damage or changes to the Artwork resulting from:

fair wear and tear or the natural ageing process;
natural changes in colour, tone, texture or appearance;
exposure to sunlight, heat, humidity, moisture or unsuitable environmental conditions;
accidental or deliberate damage;
negligence or improper handling by the Buyer or a third party;
storage, display or transportation contrary to any recommendations provided by us; or
alteration, restoration or repair undertaken without our prior written approval.

Where we are responsible for arranging delivery, we will take reasonable steps to ensure that the Artwork is appropriately packaged and protected for transportation.

These Terms will also apply to any repaired or replacement Artwork supplied by us.

8.7 DELIVERY AND COLLECTION

The Buyer may collect the Artwork from a location agreed with Unique Asset Acquisitions Limited or, where agreed as part of the Order, we may arrange delivery to the Buyer. Additional delivery, packaging, handling and insurance charges may apply and will be communicated to the Buyer where applicable.

Delivery will be considered complete when the Artwork is delivered to the Buyer or a person authorised by the Buyer to receive it, or when the Artwork is made available for collection at the agreed location and the Buyer has been notified accordingly.

We will take reasonable steps to meet any estimated delivery or collection date specified in the Order or otherwise agreed in writing.

Delivery and collection dates are estimates unless expressly confirmed otherwise. Where a delay occurs due to circumstances beyond our reasonable control, we will notify the Buyer as soon as reasonably practicable and provide a revised estimated date.

If the Buyer fails to collect or take delivery of the Artwork within seven calendar days after being notified that it is available, except where the failure results from our breach of these Terms or circumstances beyond the Buyer’s reasonable control, we may arrange continued storage of the Artwork and charge the Buyer reasonable costs associated with storage, handling and insurance.

We will not be responsible for delays resulting from the Buyer’s failure to take delivery or collection.

If the Buyer has not taken delivery or collected the Artwork within fourteen calendar days of being notified that it is available, we may provide the Buyer with reasonable written notice requiring collection or delivery arrangements to be made.

If the Buyer continues to fail to take delivery, we reserve the right, subject to applicable law, to take reasonable steps in relation to the continued storage or disposal of the Artwork and to recover reasonable costs incurred as a result.

8.8 RETURNS, DAMAGE AND DEFECTS

If the Artwork is damaged, materially defective, misdescribed or otherwise does not conform with the contract, the Buyer should notify Unique Asset Acquisitions Limited as soon as reasonably possible after delivery or collection.

We may ask the Buyer to return the Artwork or may arrange collection so that its condition can be assessed.

Where we reasonably determine that the Artwork does not conform with the contract, and subject to the Buyer’s applicable statutory rights, we may provide a full or partial refund, provide replacement Artwork where appropriate and available, or arrange for the Artwork to be repaired or restored where appropriate.

Nothing in these Terms prevents a Consumer Buyer from exercising any statutory right to reject or return Artwork where such a right applies.

Where Artwork is returned to us, the Buyer should ensure that the applicable Order number or other identifying information is clearly provided and that the Artwork is appropriately packaged and protected for return.

These Terms will apply to any replacement Artwork supplied by Unique Asset Acquisitions Limited.

Due to the nature of fine art, changes in colour, tone, texture or appearance may occur naturally over time. Such natural changes will not, by themselves, constitute a defect or provide grounds for a claim, provided that the Artwork was accurately described at the time of sale.

Nothing in these Terms affects the Buyer’s statutory rights where the Artwork has been materially misdescribed, is defective or otherwise does not conform with the contract.

9. OUR RESPONSIBILITY

9.1 We will supply assets that correspond with their agreed description, transfer the title we have agreed to transfer and perform our services with reasonable care and skill.

Nothing in these Terms excludes or restricts any statutory right or remedy that cannot legally be excluded or restricted.

9.2 We will not be responsible for losses caused solely by:

movements in market value;
ordinary whisky maturation;
instructions given by the Buyer;
the Buyer’s breach of contract;
an independent third party appointed directly by the Buyer; or
the Buyer choosing to sell an asset earlier than the recommended long-term holding period,

except to the extent that our own breach or negligence caused or contributed to the relevant loss.

9.3 – Consumer Buyers

For Consumer Buyers, we are responsible for losses that are a foreseeable consequence of our breach of contract or failure to exercise reasonable care and skill.

We are not responsible for business losses suffered by a Consumer Buyer, including loss of business, revenue, profit or commercial opportunity.

9.4 – Business Buyers

For Business Buyers, to the fullest extent permitted by law, we will not be liable for indirect or consequential loss or for loss of:

profit;
revenue;
business;
opportunity;
anticipated savings;
goodwill; or
reputation.

Subject to clause 9.5, our aggregate liability arising from a particular asset or service will not exceed the amount paid to us for that asset or service, except where such a limitation would be unlawful or unreasonable.

9.5 Nothing in these Terms excludes or limits liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of applicable terms concerning title;
deliberate default; or
any liability which cannot legally be excluded or restricted.

9.6 The Buyer should take reasonable steps to mitigate any loss and should notify us promptly after becoming aware of a potential claim.

Failure to provide prompt notification does not extinguish any mandatory statutory rights available to a Consumer Buyer.

10. EVENTS OUTSIDE REASONABLE CONTROL

10.1 Neither party will be liable for a delay or failure to perform an obligation where that delay or failure results from circumstances beyond that party’s reasonable control, provided reasonable steps are taken to minimise the effects and performance resumes as soon as reasonably practicable.

This does not remove the Buyer’s obligation to pay for goods or services already properly supplied.

10.2 Events outside reasonable control may include:

fire or flood;
epidemic or pandemic;
war, terrorism or civil unrest;
industrial action involving persons outside the affected party’s organisation;
interruption of essential utilities;
cyber incidents despite reasonable precautions;
significant transport disruption;
closure of a bonded warehouse;
governmental action;
HMRC restrictions; or
a material change in applicable law.

10.3 The affected party will notify the other within a reasonable period and provide material updates where appropriate.

Where such an event prevents performance of a material obligation for more than 90 consecutive days, either party may terminate the affected and unperformed part of the contract by written notice.

Where applicable, we will refund amounts paid for obligations that have not been performed, less any lawful and irrecoverable costs incurred specifically for the Buyer.

11. COMPLAINTS

11.1 If a Buyer has a complaint or concern, they should contact:

Unique Asset Acquisitions Limited
Email: [email protected]

The Buyer should provide sufficient details to identify the relevant transaction and explain the nature of their concern.

We aim to acknowledge complaints within five business days and provide a substantive response within 20 business days.

Where additional time is reasonably required, we will explain the reason for the delay.

11.2 A Buyer is not required to complete our internal complaints procedure before exercising a statutory right or commencing proceedings where an applicable legal time limit or urgent remedy makes this necessary.

12. GENERAL

12.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable.

If modification is not possible, the affected provision will be treated as deleted without affecting the validity of the remaining provisions.

12.2 A failure or delay by either party in exercising a contractual right does not constitute a waiver of that right.

Any waiver applies only to the particular circumstances in which it is given.

12.3 Unless expressly stated otherwise, no person other than the Buyer and Unique Asset Acquisitions Limited has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

12.4 We may amend these Terms from time to time for future transactions.

An amendment will not retrospectively change an existing transaction unless expressly agreed by the Buyer or required by law and capable of applying to that transaction.

12.5 Notices concerning cancellation, breach, termination or legal claims must be provided in writing and sent to the most recently notified postal or email address of the recipient.

Routine operational communications may be sent by email.

13. GOVERNING LAW AND JURISDICTION

13.1 These Terms and any contractual or non-contractual dispute arising out of or in connection with them are governed by the laws of England and Wales.

13.2 Where a Consumer Buyer resides elsewhere within the United Kingdom, that Buyer retains the benefit of any mandatory consumer protections applicable in their place of residence and may bring proceedings in the courts available to them under applicable law.

Consumer Buyers residing outside the United Kingdom retain any mandatory rights that cannot legally be excluded.

13.3 Subject to the rights of Consumer Buyers described above, the courts of England and Wales will have jurisdiction over disputes arising from these Terms.

Before commencing proceedings, both parties are encouraged to consider whether a dispute can reasonably be resolved through direct discussion or mediation.

Nothing in this provision prevents either party from seeking urgent legal relief or taking action necessary to protect an applicable limitation period.

IMPORTANT PURCHASER NOTICE

Purchasing whisky casks, fine art or diamonds involves risk.

These assets may be difficult to sell, their value may rise or fall, and there is no guarantee that you will recover the amount originally paid.

Unique Asset Acquisitions Limited is not authorised by the Financial Conduct Authority and does not provide regulated financial, investment, legal or taxation advice.

You should consider obtaining appropriate independent professional advice before making a purchase.

You must be aged 18 or over to purchase through Unique Asset Acquisitions Limited.