Terms Of Sales

Terra Cotta Wines Limited
General Terms and Conditions of Sale and Storage (the “Terms”)

  1. Definitions and Versions

    1. In these Terms: (i) “Terra Cotta” or “we” or “our” shall mean Terra Cotta Wines Limited; and (ii) “Customer” or “you” shall mean any person, firm, company or body which places any order for wines, products and/or services (“Goods and Services”) with Terra Cotta or has retained the services of Terra Cotta. 

    2. Terra Cotta may amend the Terms from time to time and you should check these regularly, as the Terms which are in place when we issue an order acknowledgement, pro-forma invoice or invoice (whichever is earliest) will be binding upon you. None of our employees or agents has the right to bind us to any verbal agreement which does not comply with these Terms. If you place an Order and we amend the Terms within 14 days of the Order being placed, the Terms applicable to your Order will be those in force at the time the Order is placed, unless the change to the Terms was required by law or government or regulatory authority (in which case, any such change will apply to Orders you have previously placed that we have not yet fulfilled).

  1. Placing an Order 

    1. By placing an order for Terra Cotta’s Goods and Services (“Order”), Customer agrees and confirms that: (i) it is capable of entering into legally binding contracts; and (ii) Customer is of the legal age to purchase alcohol in Customer’s country of residence, and specifically acknowledges that under the laws of Hong Kong SAR, it is illegal to sell alcohol to people under the age of 18; (iii) Customer has read and understood the Terms and unconditionally accepts them. 

    2. The Terms shall become legally binding and enforceable on Customer: (i) in the case of an Order for Goods and Services, when Terra Cotta issues an order acknowledgement, pro-forma invoice or invoice (whichever is earliest); and/or (ii) in the case of storage, when Terra Cotta notifies Customer that we agree to store Customer’s wines. At the point the Terms become legally binding and enforceable, Customer agrees and confirms that it has entered into a contract with Terra Cotta for the supply and/or storage of the relevant Goods and Services ("Contract"). These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. We shall not be bound by any clerical or arithmetical errors in documents issued by us in relation to your Order. 

    3. Terra Cotta is free to accept or decline the whole or part of any Order at our absolute discretion. Any decision we make in this regard is final. Where we decline part of an Order, we will inform Customer of this and give Customer the opportunity to continue with the part of the Order we have accepted.

    4. Notwithstanding any prior information provided by Terra Cotta to the Customer, the actual availability and prices of Goods and Services shall be subject to final confirmation by Terra Cotta, and Terra Cotta may change the availability and prices of Goods and Services at any time, without prior notice and at its sole discretion. For the avoidance of doubt, no price or other information contained on our website or otherwise shall constitute an offer to contract.

    5. All Orders (including without limitation written, verbal or electronic orders) once submitted by the Customer to Terra Cotta shall be treated as final on the part of the Customer and no cancellation will be accepted by Terra Cotta. If, for any reason, at any point before delivery of Goods and Services to Customer, we are unable to fulfil the Order (or any part thereof), we will advise you of this and, if we have already accepted payment, the appropriate amount will be credited to Customer. For the avoidance of doubt, Terra Cotta will only refund Customer the price paid for the Goods and Services, not the market value of such Products at the time of the refund. 

    6. Terra Cotta may offer certain wines or products for sale with the condition that they are not re-sold or moved out from the warehouse operated by Terra Cotta (except for home delivery) within five years of the physical release from the wine producer. We reserve the right to withhold the offer of future wine allocations to consumers that have not complied with this condition.

    7. Unless otherwise stated: (i) all wines are offered lying in Hong Kong; and (ii) all Goods and Services sold are strictly non-exchangeable and non-refundable.

  1. Wine Quality and Condition

    1. All wines supplied by Terra Cotta are purchased from sources which Terra Cotta (in its sole discretion and judgment) believes to be reliable. Wherever possible, Terra Cotta aims to import wines directly from their producers. However, Terra Cotta makes no representation or warranty in respect of, accepts no responsibility for, the provenance, authenticity, quality, condition or suitability of the wines sold.

    2. Although Terra Cotta strives to source wines which are in the best consumable conditions, Customer accepts and agrees that there are natural variations of ullages, conditions of cases, labels and corks for all wines, and that wines may be corked or faulty. Subject to any exceptions that Terra Cotta may make in its absolute and final discretion, Terra Cotta will not offer any refunds or replacements for delivered wines (including without limitation corked wines). 

  1. Payment

    1. Payment is due immediately upon issuance of an invoice, except: (i) for trade accounts approved in Terra Cotta’s sole and absolute discretion; and (ii) where otherwise stated on the relevant invoice.

    2. Unless otherwise stated, payment shall be made by HKD bank transfer, HKD cashier order or any other payment methods that may be acceptable by Terra Cotta (including without limitation debit or credit cards) at the relevant time. Any payment by cheque shall only be processed by Terra Cotta following confirmation of clearance of funds. Details for payment will be provided on the invoice.

    3. Terra Cotta shall not be obliged to provide or deliver any Goods and Services to Customer until the relevant payment has been received in full by Terra Cotta.

    4. If payment is not received by the relevant due date, Terra Cotta may charge interest on the overdue amount at the yearly rate of 4% above the base lending rate of the Hong Kong Monetary Authority. This interest shall accrue on a daily basis from the due date until the date of actual payment (in cleared funds) of the overdue amount, whether before or after judgment. Customer shall pay Terra Cotta upon demand such interest, together with other debt collection charges incurred (including without limitation those payable by Terra Cotta to solicitors and debt collection agents) and the overdue amount. Terra Cotta and Customer agree that the interest rate set is a genuine pre-estimate of the loss suffered by Terra Cotta resulting from Customer’s failure to pay by the due date of an invoice. 

  1. Delivery, Risk and Title

    1. Terra Cotta offers free delivery to any single location on the Hong Kong Island, Kowloon and the New Territories for Orders of HK$2,000 or more. For purchases less than HK$2,000, Terra Cotta will charge a delivery surcharge (which shall vary depending on the location of the delivery address). Should Customer wish to make specific collection or delivery instructions, please consult.

    2. Terra Cotta may at its absolute discretion agree to make deliveries to locations outside of Hong Kong SAR. Please consult a member of Terra Cotta’s staff.

    3. Door to door delivery service is only available to addresses with direct lift/elevator services available at the ground floor. If delivery is required to an address without lift/elevator services, such delivery will be subject to availability and a surcharge may apply. Terra Cotta may at its discretion re-schedule the delivery time in the event the lift/elevator services become unavailable.

    4. Delivery services may be suspended without notice from time to time, including without limitation when a typhoon signal No.8 or above or a black rainstorm warning has been hoisted. Customer will be contacted to re-schedule an alternative delivery time.

    5. It is Customer’s sole responsibility to ensure a person aged 18 or above (identification required) is present to take delivery. If no such person is present, Terra Cotta and its representatives reserve the right to refuse delivery at their sole discretion.

    6. Risk of damage to or loss of the wines or products shall pass to Customer upon the earlier of (i) delivery of the relevant wines or products to Customer or any third party nominated to receive such delivery; or (ii) collection of the relevant wines or products by Customer or by a third party on Customer’s behalf. Customer shall examine wines or products immediately upon collection or delivery for any deficiencies and/or damages. Any claims of damages, breakages or shortfall of wines or products must be logged at the time of delivery of the products, otherwise any such damages, breakages or shortfall shall be deemed to have occurred following delivery or collection by Customer. 

    7. Legal and beneficial title in the wines or products shall remain with Terra Cotta, and shall not pass to Customer, until we have received payment in full of all amounts owing to Terra Cotta by Customer (including, without limitation, the amount of any interest which has accrued) in respect of all wines or products that are the subject of the Contract and/or supplied to Customer by Terra Cotta under any other contract or Order.

    8. If any wines or products subject of a Contract have not been collected or successfully delivered to Customer, and/or if Customer refuses to collect or accept delivery of any such wines or products within 6 months from the date of invoice, then any such wines (“forfeited wines”) which are still in the possession of Terra Cotta shall be treated as forfeited and Terra Cotta shall be entitled to dispose of all forfeited wines without further notice to the Customer. Terra Cotta shall owe no responsibility to Customer in respect of the treatment and/or disposal of any forfeited wine, and sale proceeds (if any) obtained from the resale/disposal of any forfeited wine shall be for the account and benefit of Terra Cotta absolutely.

  1. Terra Cotta Cellar Circle (“CC”)

The CC offers a subscription scheme designed for Customers who wish to receive regular deliveries of wines selected by Terra Cotta.

  1. By subscribing to the CC, Terra Cotta shall provide and Customer shall unconditionally accept (without the opportunity to select, object or reject) the wines selected by Terra Cotta in its discretion, on a monthly and recurring basis until such subscription has been terminated by Terra Cotta or the Customer. All sales and deliveries pursuant to the CC shall also be governed by the Terms.

  2. Terra Cotta shall not be obliged to provide any wine to Customer unless the relevant monthly subscription fee has been received in full.

  3. Any payments or prepayment(s) made by Customer to Terra Cotta for the settlement of CC monthly subscription fees, shall be received by Terra Cotta as full and final payment of such subscription fees due under Customer’s CC and are absolutely non-refundable. 

  4. Customer agrees and confirms that Terra Cotta expressly reserves the right to terminate the CC at its discretion. In the event of such termination, Terra Cotta shall give no less than 10 days’ prior notice to Customer and from and including the date such notice: (i) Terra Cotta shall not be obliged to provide any further services relating to CC; and (ii) Customer shall not be liable for further monthly subscription fees. 

  5. Subject to clause 6.3, Customer may cancel the subscription to CC by giving Terra Cotta no less than 30 days’ prior notice (“CC Cancellation Notice”). For the avoidance of doubt, a CC Cancellation Notice shall not affect the validity of any CC subscription prior to the date of such notice, and Customer acknowledges and accepts that wines may already have been reserved by Terra Cotta and/or scheduled to be delivered to the Customer pursuant to the CC. As such, Customer agrees to be bound to any of its obligations under the CC (including to settle monthly subscription fees and to accept delivery of wines) prior to the CC Cancellation Notice, and agrees that it shall not be entitled to a refund of any prepaid or previously paid monthly subscription fees.

  6. Terra Cotta may suspend or terminate a Customer’s CC subscription with immediate effect by serving notice to Customer, if Customer is in breach of any Terms and/or has: (i) failed or refused to pay any outstanding sums owing to Terra Cotta; (ii) refused to accept delivery of any wines; (iii) committed any act or default which Terra Cotta determines in its sole discretion may result in any adverse consequences (whether legal, regulatory, reputational or strategic) for Terra Cotta.

  1. Storage

    1. Terra Cotta offers free storage of wines in Hong Kong SAR for up to one month from the date of the invoice. Upon expiration of the aforementioned free storage period, storage is then charged at $10 per 750ml bottle per year, fully payable upon issuance by Terra Cotta of an invoice relating to such storage charges. For wines of different bottle sizes, or storage for different durations, fees will be calculated on a pro-rata basis. 

    2. Terra Cotta may in its sole discretion decide whether to offer any storage services and if so, the charge at which such services are offered.

  1. Liabilities / Force Majeure

    1. Terra Cotta shall not be liable for any failure perform, or delay in performance of, any of our obligations under these Terms, nor any loss and/or damage arising from such failure or delay, that is caused by the following circumstances: (i) any circumstance outside our reasonable control (“Force Majeure Event”), including without limitation acts of God, explosion, storm, earthquake, subsidence, epidemic or other natural disaster, act of war, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport and impossibility of the use of public or private telecommunications networks, fire, equipment and machinery failure, burglary, riots, strikes, labor difficulties, and delivery difficulties; and (ii) any act, negligence, omission, default, cancellation and/or revocation by a third party (including any third party delivery service provider, unless delivery was conducted by Terra Cotta employees) (“Third Party Event”). 

    2. Where as a result of a Force Majuere Event or Third Party Event, we are unable to supply Goods and Services to you for an unreasonable length of time, or unable to store your wines for an unreasonable length of time, we will allow you to cancel your Contract and where you have paid in advance for Goods and Services we have been unable to supply, we will make an appropriate refund of the sums you have paid for such Goods and Services.

    3. Customer expressly agrees and confirms that Terra Cotta’s aggregate liability under a Contract (if any), whether in contract, tort or otherwise, shall at all times be limited to a sum not exceeding the amount already paid by the Customer for the relevant Goods and Services subject of the relevant Contract. Customer expressly agrees that it shall not make any claim for any loss of profit or indirect or consequential loss, whether actual or prospective, and irrevocably waives it right to make such claims and releases Terra Cotta from any such claims, losses, damages and/or liabilities.

  1. Miscellaneous

    1. These Terms and each Contract shall be governed by and construed in accordance with Hong Kong law. 

    2. Any dispute arising out of or in connection with the Terms and any Contract shall be referred to and finally resolved by arbitration in Hong Kong in accordance with the HKIAC Domestic Arbitration Rules then in force, which rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of the arbitration shall be Hong Kong. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English. This arbitration agreement shall be governed by Hong Kong law. 

    3. Where there is more than one Customer specified in any invoice, all such persons agree to be jointly and severally bound by the provisions of the Terms and the Contract.

    4. These Terms are incorporated by references into all invoices issued by Terra Cotta.