Only Cellar Terms & Conditions
Introduction
These are the terms and conditions of use for www.onlycellar.com ("Site"). The Site is operated by or on behalf of Grand Crew Pte Ltd, a company registered in Singapore with its registered office at 541 Orchard Road, #11-02 Liat Towers, Singapore 238881 (we might refer to ourselves as "Only Cellar", “Grand Crew”, "OC", "we", "our" or "us"). Our UEN number is 202225532G.
Your use of the Site will be subject to these terms and conditions and by using the Site you agree to be bound by them. Any products (or associated services) you order through the Site are supplied subject to our Retail & Sales terms below.
We reserve the right to change these terms and conditions from time to time by changing them on the Site. These terms and conditions were last updated on March 7, 2023. You will be deemed to have accepted the Terms as amended if you place any Orders with Only Cellar.
Access to the Site
The Site is intended for use only by persons who are at least 18 years of age. By using the Site, you confirm to us that you meet this requirement. The term “our services” refers to our online services and any of our other products and services offered from time to time. If you use any of our services, we will refer to you using the terms “user”, “visitor”, “you”, “your”, “yours” in this policy.
It is your responsibility to ensure your equipment (computer, laptop, notebook, tablet or other mobile device) meets all the necessary technical specifications to enable you to access and use the Site and is compatible with the Site.
We may, from time to time, restrict access to certain features, parts or content of the Site, or the entire Site, to users who have registered with us. You must ensure that any registration details you provided are accurate. If you choose, or you are provided with, a login as part of our security procedures, you must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your account and must notify us immediately of any unauthorised use or other security breach of which you become aware. We reserve the right to disable any login, at any time, if in our opinion you have failed to comply with any of the provisions of these terms and conditions or if any details you provide for the purposes of registering as a user prove to be false.
We cannot guarantee the continuous, uninterrupted or error-free operability of the Site. There may be times when certain features, parts or content of the Site, or the entire Site, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or any third party for any unavailability, modification, suspension or withdrawal of the Site, or any features, parts or content of the Site.
What you are allowed to do
You may only use the Site only in accordance with these terms and conditions. You may retrieve and display content from the Site on a mobile device, computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Site and, where they apply, will be displayed on-screen or accessible via a link.
What you are not allowed to do
Except to the extent expressly set out in these terms and conditions, you are not allowed to:
'scrape' content or store content of the Site on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of the Site;
remove or change any content of the Site or attempt to circumvent security or interfere with the proper working of the Site or the servers on which it is hosted; or
create links to the Site from any other website, without our prior written consent, although you may link from a website that is operated by you provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Site, and the linked website does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party.
You must only use the Site and anything available from the Site for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.
All rights granted to you under these terms and conditions will terminate immediately in the event that you are in breach of any of them.
Intellectual property rights
All intellectual property rights in any content of the Site (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these terms and conditions gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Site. In the event you print off, copy or store pages from the Site (only as permitted by these terms and conditions), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.
Content
We may change the format and content of the Site from time to time. You agree that your use of the Site is on an 'as is' and 'as available' basis and at your sole risk.
Whilst we try to make sure that all information contained on the Site (other than any user-generated content) is correct, it is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.
We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Site and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Site or relying on any of its content.
We cannot and do not guarantee that any content of the Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
Your personal information
Use of your personal information submitted to or via the Site is governed by our Privacy and Cookies Policy
External links
The Site may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters.
Account
You can register for an account by filling out the form on the registration page. You are required to provide information that is true, accurate, and up-to-date. If the user provides information that is untrue, inaccurate, not up-to-date, and incomplete, Only Cellar has the right to suspend, block or terminate the User Account and reject any and all that is being or will be used on Only Cellar, or part thereof.
By creating an account with Only Cellar, you accept and agree that Only Cellar has the right to take necessary actions for any alleged breach of or violation of the Terms and Conditions and/or applicable law.
You are responsible for maintaining the security of your account. You must immediately notify Only Cellar if there is unauthorised use of your account or security breach of your account.
General
If you are a consumer, in no event shall we be liable to you for any business losses. If you are a business user, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable.
These terms and conditions shall be governed by Singaporean law, except that (if you are a consumer and not a business user) and if you live in a country outside Singapore, there may be certain mandatory applicable laws of your country which apply for your benefit and protection in addition to or instead of certain provisions of Singaporean law.
You agree that any dispute between you and us regarding these terms and conditions or the Site will only be dealt with by the Singaporean courts.
You are responsible for any loss or damage arising from your failure to protect your email or password.
Retail & Sales Terms
I. Currency
a. All prices in Only Cellar are stated in Singapore Dollars (SGD), unless otherwise stated.
II. Placing an order
a. Once Customer has decided on a particular purchase of Assets, they will need to place an order with Only Cellar to purchase Assets on their behalf (an “Order”) in accordance with these Terms. Orders can be placed via the website.
b. An Order is placed at the point we issue an invoice for a purchase confirmed by you by any of the following methods: email or via our customer website.
c. All Orders will include the applicable taxes and insurance to the relevant jurisdiction(s) for that sale, at the prevailing rate.
d. By placing an Order with Only Cellar, you hereby agree to the Terms and acknowledge the Terms are a legally binding contract between you and Only Cellar regarding your purchase of wine and/or other spirits (an “Order”). If you do not agree to the Terms or if you are not eligible, then you do not have our permission to place an Order.
e. We reserve the right to amend these Terms at any time and any such amendments will take effect once published via our website. It is your responsibility to read and understand these Terms on each occasion ahead of confirming any Order.
III. Payment Terms
a. The Customer will pay Only Cellar in full for Assets ordered, together with any taxes or expenses payable by the Customer under these Terms, at the time of placing an Order.
b. Payment will be made by Credit card, PayNow, or in such other form made available in Only Cellar.
c. The price payable by the Customer for the purchase of any Assets ordered by the Customer and supplied by Only Cellar will be the total price quoted by Only Cellar at checkout.
d. Payment for an Order is due 15 minutes upon clicking “Place Order” in the checkout page. Trade accounts are payable prior to transfer/delivery/export of goods unless otherwise formally agreed.
e. Invoice for payment will come from Grand Crew Pte Ltd.
f. We reserve the right to withhold funds in your seller wallet or refuse transfer asset delivery Order made by you until all overdue invoices are paid in full.
g. We reserve the right to withhold any Items stored on your behalf in our warehouse(s), including long-term private reserves, for non-payment of any invoice. This applies to invoices for goods and/or services.
IV. Order amendment and cancellation
a. Before payment is made, you may cancel the Order by not paying within the 15-minute time limit.
b. After payment has been made, orders are not eligible for amendment or cancellation, regardless of the reason.
c. Up to the point of Delivery, we reserve the right to cancel any Order where;
The Items ordered are found to be in condition not in keeping with the agreed or assumed condition at the time of Order.
We deem the stock to be of any risk to our reputation or that of the producer.
We are unable to source and purchase the ordered Assets at the price agreed with the Customer; or
You have breached any of these Terms.
d. In cases where your Order is cancelled due to the reasons above, with the exception that you have breached any of these Terms, any funds paid by the Customer to Only Cellar in respect of the purchases of these Assets will be fully refundable at the request of the Customer, minus any fees where applicable.
V. Delivery
a. “Delivery” means deliveries to our storage units, your local Singapore address, or transfers between our storage units.
b. Title to, and ownership of, all Items passes from us to you in your country. By placing an Order, you authorise us to act on your behalf in arranging for transportation and Delivery of the Order at your direction. ONLY CELLAR MAKES NO REPRESENTATION AS TO THE LEGAL RIGHTS OF ANYONE TO SHIP OR IMPORT ANY WINES, ALCOHOLIC BEVERAGES OR OTHER GOODS INTO ANY COUNTRY OR THE LEGALITY AND THE TAX/DUTY CONSEQUENCES OF HAVING THE WINE, SPIRITS, AND OTHER GOODS SHIPPED TO THE APPLICABLE DESTINATION.
c. Our obligations to deliver an Order begin only once full payment is made for Items specified on the invoice.
d. Deliveries will be charged at a flat rate fee from different regions. Delivery fee includes delivery insurance. Where funds previously collected do not cover the costs of shipping, an additional amount may be charged at time of shipment. Free last mile delivery and/or agreed Order thresholds for free Deliveries may be offered at our discretion.
e. Any provided dates of Delivery are estimates only and we/our transport providers do not guarantee to meet any date of Delivery unless otherwise specifically agreed.
f. If you wish to take physical ownership and remove the wine from in-bond storage, duty, GST and shipping fees will be applied.
g. Until The Buyer requests physical delivery of in-bond wines or to take the wines out-of-bond in storage, the wine remains in-bond.
h. In any instances where due to export laws or unavoidable supply chain issues in certain countries, the wine will need to remain in-bond or in storage until an agreed place delivery is decided.
i. We reserve the right to charge storage and/or failed delivery attempt fees at our discretion for any Order where Delivery instruction has not been received from you or Delivery has failed, unless otherwise agreed.
j. If Only Cellar supply of the Assets is delayed by an event outside of its control then Only Cellar will contact the Customer as soon as possible and will take steps to minimise the effect of the delay. Only Cellar will not be liable for delays caused by the event outside of its control.
k. If, following acceptance of an Order, any Asset specified therein becomes unavailable for any reason, Only Cellar will use reasonable endeavours to offer an alternative Asset to the Customer. Only Cellar will refund to the Customer the amount that was paid if an acceptable alternative Asset cannot be offered within 3 days of purchase.
l. In cases of force majeure, we shall not be liable for any failure to meet our obligations occasioned by circumstances beyond our reasonable control.
m. All deliveries require to be received and signed by a person above the age of 18 at the time of delivery.
VI. Delivery acceptance
a. Upon item delivery to your address in Singapore, the Customer is responsible for inspecting the goods immediately on delivery and notify us of any missing, damaged, or other issues with your Order.
b. After our courier has delivered the goods to your address in Singapore, you will have 48 hours to acknowledge that you have received your items on our website. If you do not acknowledge delivery within the 48 hour time frame, we will automatically change your order status from “Delivered” to “Completed”. You will be deemed to have accepted the goods as satisfying your order upon your acceptance.
VII. Storage and Transfers
a. Assets that are delivered to Only Cellar's storage units in Singapore and overseas will be stored there until they are sold (to another customer) or the Customer requests an asset transfer to their address in Singapore.
b. Customers can request an asset transfer to their address in Singapore when they are available, where they will specify the items that would like to be transferred, the quantity and the shipping address, and pay ALL the fees required (which may include duty and GST) before Only Cellar will process the transfer.
c. Only Cellar is under no obligation to make Assets available for collection from the Storage unit until the Customer has paid to Only Cellar all amounts owing to Only Cellar in respect of purchase of the Assets, their storage and any other amounts then owing to Only Cellar by the Customer.
XII. Provenance & Quality control of our items
a. We make best endeavours to ensure that all Items offered by us are of the best possible provenance and have benefitted from optimal storage prior to our acquisition. As such, we purchase only from suppliers who have undergone and passed our internal due diligence process.
b. With regards to older, particularly rare or particularly high-value Items, we make reasonable endeavours to verify provenance of such products. Despite improving technology and methods, inspecting wines and/or spirits for authenticity often remains subjective and therefore impossible to establish definitively. ANY INFORMATION WE ARE ABLE TO PROVIDE PERTAINING TO THE PROVENANCE OF SPECIFIC WINES OR SPIRITS IS NOT GUARANTEED OR WARRANTED BY US IN ANY WAY.
c. Wines may experience cork taint (TCA), premature oxidation, fatigue and/or other 'faults'. While best effort is made to identify such faults by us, many remain undetectable until opening of the bottle and we cannot be held under any obligation to replace affected bottles or offer compensation where such faults are found to exist after Delivery. ONLY CELLAR MAKES NO SPECIFIC REPRESENTATION OF DRINKABILITY OF ANY PARTICULAR BOTTLE OF WINE OR SPIRIT AND MAKES NO REPRESENTATION OF THE SUITABILITY OF ANY PARTICULAR BOTTLE OF WINE OR SPIRIT AS AN INVESTMENT OR FOR ANY OTHER PURPOSE.
d. At our discretion, we may contact a producer for the return of bottle(s) suspected of containing certain faults. We endeavour to deliver all bottles in the condition in which they are offered and use only specialists for the transportation of wines. Insurance is available for all Deliveries of Orders and will provide coverage to you for theft, fire, damages, or loss directly caused by a carrier that was reasonably within the carrier’s control. There is no insurance coverage for any other conditions during transport. Orders will be packaged for Delivery using standard packaging and reasonable consideration will be made to account for optimum temperature and other weather-related conditions. Notwithstanding the foregoing, we cannot guarantee the quality of the contents within any bottle in an Order.
IX. Title, risk, and documentation
a. Title to the Assets passes to the Customer on the later of
delivery of the Assets to the Storage unit (or other agreed location); and
The date payment for those Assets has been made in full by the Customer.
b. Assets that are delivered to an Only Cellar Storage Unit will be the responsibility of Only Cellar unless and until the Assets are sold, or delivered to or made available to:
The Customer (or a third party nominated by the Customer); or
Sold to another customer.
X. Insurance
a. Complimentary last mile insurance coverage is inclusive when you choose to deliver your Assets with Only Cellar. Overseas delivery insurance and storage insurance will be charged to users upon checkout and monthly storage invoice, respectively. Only Cellar will provide insurance coverage for customer's Assets against the risks of physical loss or theft, destruction and damages like bottle breakages and fire, when the Assets are stored in Only Cellar's Storage units or are currently in transit into Only Cellar's storage units.
b. The sum of compensation is subject to Wine-Searcher or Liv-ex average price, whichever is lower. If you would like to have additional insurance coverage, you may inform your intention of coverage, list of wines and its value, and sum insured amount to our customer support via email at support@onlycellar.com
XI. Limitation of Liability
a. ONLY CELLAR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES (EVEN IF ONLY CELLAR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM ANY ORDER OR ANY ATTEMPT TO ORDER. ONLY CELLARS' TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR ORDER OR ANY ATTEMPT TO ORDER (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE PRICE ACTUALLY PAID TO ONLY CELLAR BY YOU FOR THE ORDER ITEM GIVING RISE TO THE LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
b. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
c. The Customer acknowledges that the nature of the Assets is such that Only Cellar cannot and does not warrant:
the quality, drinkability, fitness for purpose or freedom from defect or deterioration of the Assets at any time, in so far as it does not relate to the negligence or wilful misconduct of Only Cellar; or
the market value or appreciation in value of the Assets.
d. Only Cellar is not liable for business losses and only supplies Assets for domestic and private use. If the Customer uses the Assets for any commercial, business or resale purpose, Only Cellar will have no liability for loss of profit, loss of business, business interruption or loss of business opportunity.
e. If Only Cellar, through its own negligence or wilful misconduct or breach of these Terms, causes loss or damage to Customer's Assets, Only Cellar may be responsible to the Customer for reasonably foreseeable loss and damage up to the cost of replacing the Assets, or re-supplying equivalent products, or paying to the Customer a sum equivalent to the cost of such replacement or re-supply. Only Cellar will not be responsible for any loss or damage that is not reasonably foreseeable.
XII. Account Termination
a. Only Cellar may close down your account immediately without notice if:
the Customer is in breach of these Terms;
the Customer does not, within a reasonable time of Only Cellar asking for it, provide information that is necessary for Only Cellar to provide the Assets or Services;
the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Customer (being a company);
the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;
the Customer (being an individual) is the subject of a bankruptcy petition, application or order;
any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which the Customer is subject that has an effect equivalent or similar to any of the events mentioned
the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
b. If Only Cellar terminates the Contract in the situations set out above:
Only Cellar will refund any money the Customer has paid in advance for Assets that have not yet been Delivered but Only Cellar may deduct or charge the Customer compensation for the costs it will incur as a result of the Customer breaching these Terms; and
the Customer will, at its own cost, remove its Assets from the Storage unit, either by collecting the Assets or arranging the transfer of its Assets to another In-Bond unit, within 30 days of the date of termination. After the 30 days, Only Cellar reserves the right to treat that as Only Cellar’s stock and resell it on Only Cellar if desired.
Contacting us
Please submit any questions you have about these terms and conditions or any problems concerning the Site by email to support@onlycellar.com or WhatsApp at between the hours of 9am to 6pm, Monday to Friday.
Definitions & Interpretations
In these Terms & Conditions, any phrase introduced by the terms “including”, “includes” or “for example” or any similar expression will be construed as illustrative and will not limit the meaning of the words preceding those terms.
"Account" means an account created by Customer with Only Cellar in accordance with these Terms;
“Account Fees” means the fees payable by the Customer for the Services;
“Account Services” means either the services provided by Only Cellar in connection with managing the Customer's Account;
“Assets” means: (a) any wine or other goods of any kind offered by Only Cellar to a Customer under the Contract, (b) any wine or other goods of any kind held by Only Cellar for and on behalf of Customer;
“Business Day” means any day other than a Saturday, Sunday or public holiday in the Singapore;
“Confidential Information” means the terms of the Contract between the parties and any and all information in any form whatsoever (written, oral, digital, physical, explicit, implicit) which is identified and/or marked as confidential, which derives value to Only Cellar from being confidential or which would be regarded as confidential by a reasonable person including, without limitation, information pertaining to the organisation, set-up, business, finances and customers of Only Cellar;
“Customer” means the customer stated on the Account Opening Request;
“Duty & GST” means the sales tax attached to the wine or items, determined by the country's government (GST is specific to Singapore only).
“En Primeur” means wine still in the barrel when purchased;
“In-bond” means the duty fees for that item has not yet been paid;
“In-Bond storage” means a customs-controlled bonded warehouse for the retention of imported goods until the duty owed is paid;
“Liquidation” means either:
the sale of Assets under the Contract, by or on behalf of the Customer; or
the removal of Assets by or on behalf of the Customer from the Customer’s account in accordance with the Contract,
and “Liquidate” will be construed accordingly;
“Liv-ex” means Liv-ex Ltd, the independent fine wine exchange and wine trade price database;
“Management Fee” means the management fee set out in the website;
“Order” means an order placed by (or on behalf of) the Customer to purchase Assets from Only Cellar;
“Services” means Account Services, storage, delivery and other services provided or performed by Only Cellar for a Customer under these Terms;
“Storage unit” means a suitable government warehouse units for storage of the Assets as determined from time to time by Only Cellar in its discretion;
“Terms” means these terms of supply as varied from time to time
“Unit” means a case of bottles of wine which may (for example) be 1,3, 6 or 12 bottles, as defined at time of purchase;
“Year” means the 12 month period after the Initial Investment Date, and every successive 12 month period thereafter.