1.1 In this Agreement the following words and expressions shall where the context so admits have the following meanings:

"Agreement" means the sales of Goods by UAG to the Client in pursuant to the Order Form, and shall be governed by these Terms and Conditions of Sales.
"UAG" means Universal Assets Group Pte Ltd (Company Registration No. 200508778E), a company incorporated in Singapore.
"Customer" means the name of the person, company, firm or legal entity listed as the customer in the Order Form. "Designated warehouse" means the warehouse as may be designated by UAG from time to time.
"Goods" means the wine, spirit, and alcoholic and non-alcoholic beverage as set out in the Purchase Details in the Order Form. "Order Form" means the written confirmation of the order as provided in Clause 2.2 herein.
"Order" means the placement of the order for all types of wine, spirit, and alcoholic and non-alcoholic beverage made by the Customer with UAG and accepted by UAG.

2.2 UAG reserves the right to reject or amend any order made in its absolute discretion. Acceptance of any order by UAG is not effective until it is confirmed in writing by UAG to the Customer. Until full payment is received by UAG, UAG reserves the right to reject, rescind, cancel or amend any order made by a Client without being liable to the Client for any losses or damages.

2.5 An order made with UAG may be cancelled by the Customer with the agreement in writing to UAG. The cancellation by the Customer shall be subjected to the Customer indemnifying UAG in full against all losses, damages, charges and expenses incurred by UAG as a result of such cancellation.

3.1 Payment by the Customer shall include all or any taxes (including but not limited to prevailing GST rates), levies, duties or expenses payable by the Customer for the Order.

3.2 The price of the Order shall be the price as stated in the Order Form. All prices stated in the Order Form or Order is in Singapore Currency unless otherwise expressly stated.

3.4 UAG reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Order to reflect any increase in the cost to UAG which is due to any factor beyond the control of UAG (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of transportation), any change in delivery dates, quantities or specifications for the Order which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give UAG adequate information or instructions.

4.1 Except as otherwise stated under the terms of Order Form, and unless otherwise agreed in writing between the Customer and UAG, all prices that are given by UAG include:

4.1.1 Storage of 3 years of the Goods in a warehouse designated by UAG commencing from entry into storage of the Goods in the designated warehouse.

4.1.3 Packing and delivery of Goods from country of origin to Singapore to the warehouse designated by UAG.

4.2 The Customer may collect the Goods from the warehouse at any time after UAG has notified the Customer that the Goods are ready for collection.

4.3 In the event the Customer collects the Goods from the designated warehouse before the storage period provided under the Agreement, there shall be no refund of any unutilized portion of storage, insurance or such other cost and expense as provided to the Customer herein.

4.4 Any dates quoted for delivery of the Goods are approximate only and UAG shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be the essence of the Contract unless previously agreed by UAG in writing. The Goods may be delivered by UAG in advance of the quoted delivery date upon giving reasonable notice to the Customer.

4.5 If UAG fails to deliver the Goods for any reason other than any cause beyond UAG’s reasonable control or the Customer's fault, and UAG is accordingly liable to the Customer, UAG's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

4.6 If the Customer fails to take delivery of the Goods or fails to give UAG adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of UAG’s fault) then, without prejudice to any other right or remedy available to UAG, UAG may:

4.6.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Agreement or charge the Customer for any shortfall below the price under the Agreement.

4.7 Any advice or recommendation given by UAG or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by UAG is followed or acted upon entirely at the Customer’s own risk, and accordingly UAG shall not be liable for any such advice or recommendation which is not so confirmed.

5.1.1 In the case of Goods to be delivered to the designated warehouse, at the time when UAG notifies the Customer that the Goods are available for collection; or

5.1.2 In the case of Goods to be delivered otherwise than at the designated warehouse, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when UAG has tendered delivery of the Goods.

5.1.3 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Customer until UAG has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by UAG to the Customer for which payment is then due.

5.1.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), UAG shall be entitled at any time to require the Customer to deliver up the Goods to UAG and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

5.2.1 The quality, drinkability, fitness for use or purpose or freedom from defect or deterioration of the Goods, either at the time of delivery or deemed delivery or at the time of collection by the Customer.

5.2.3 That the Goods comply with any description of the Goods in any marketing materials or packaging or the information on any label or that the Goods comply with any sample.

5.3 UAG shall not in any circumstances be liable for any indirect or consequential loss or damage arising from wastage, spoilage or the deterioration of any Goods, the loss of market for the Goods, decline in the value of any Goods or for the damages arising from or attributable to any cause. UAG shall not in any circumstances be liable or obliged to repurchase the Goods or to affect any future sale of the Goods.

6.1 UAG shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of UAG’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond UAG’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond UAG’s reasonable control:

6.1.3 Acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

9.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.

10.1 The clause and paragraph headings in this Agreement are for ease of reference only and shall not be taken into account in the construction or interpretation of any covenant, condition or proviso to which they refer.

10.3 References in this Agreement to any statutes or statutory instruments shall include and refer to any statute or statutory instrument amending, consolidating or replacing them respectively from time to time and for the time being in force.

10.4 Words in this Agreement for the masculine gender shall include the feminine and neuter genders and vice versa and words denoting natural persons shall include corporations and firms and all such words shall be construed interchangeably in that manner.

10.5 Where two or more persons are included in the term Customer all covenants, agreements, terms, conditions and restrictions shall be binding on and applicable to them jointly and each of them severally, and shall also be binding on and applicable to their personal representatives and permitted assigns respectively jointly and severally.

10.6 No variation to these conditions shall be binding unless agreed in writing between the authorized representatives of the Customer and UAG.