Règles de Transaction
Vin-Exchange Ltd
Updated: 1st January 2023
SOURCING & SUPPLY RULES
These rules should be read in their entirety and in conjunction with the VINEX Terms & Conditions.
PREAMBLE
Welcome to www.vinex.market (“Marketplace”). The Marketplace is a web-based electronic trading platform that introduces wine Buyers and Sellers within regions and across markets, allowing them to contract for the sale and purchase of wine, and wine-grape derived products through Bulk and Bottled market platforms. Vin-Exchange Ltd (“VINEX”) also publishes related wine information that may be of interest to market participants. Buyers and Sellers must first register and be approved by VINEX to enter and use the services of the Marketplace.
Access privileges will not be granted until VINEX is satisfied that it has approved each new registration. The identity of registered members is not revealed on the Marketplace (unless expressly agreed by you).
VINEX earns revenue from fees which are calculated and payable on the value of services and/or executed sales borne by the Seller (with some exceptions). VINEX may also charge a subscription fee to those members who wish to access trading functionality, or associated products and services.
Registered members accepted in the Marketplace do not have to purchase a membership subscription to add sell listings, receive offers, or to request or provide samples and complete transactions relating to their Own-Listings. However, for those members who wish to source wines; or counter-offer, place a bid or request samples on another Member’s Listing(s) then a paid membership subscription is required (except for suppliers placing a bid to supply buyers' sourcing requests).
A paid subscription provides members with increased access to trading functionality. A trial membership is available to be purchased for a limited 90 day period. The subscription levels available are Basic (no fee required), Professional and Corporate. More information is available here
The VINEX role is to facilitate introductions between Buyers and Sellers in the marketplace. VINEX is not a party to any resulting sale and purchase through VINEX, unless through VINPay. VINEX does not itself sell, purchase, own or make wine or wine-grape derived product. It only provides a secure web-based marketplace platform where Buyers and Sellers can connect and negotiate directly to buy and sell wine and wine-grape derived products, whether Bulk or Bottled, paying a transaction fee to VINEX after finalising an agreement, or a fee when a Seller transacts their invoices through VINPay.
TERMINOLOGY
The following terms are used by VINEX throughout the Marketplace and have the following general meaning:
Activity - displays all offers and/or sample requests that may require your action.
Available - the Sellers’ side of the market, offering their available wines for sale
Bid - the price and terms of trade submitted to the List Owner during Auction or Reverse Auction trade methods
Bottled Wine - a wine existing in a packaged format. The packaged format may consist of glass or another food grade packaging material, will generally be < 20L in volume, and be either unlabelled or labelled.
Bulk to Bottle - a wine delivery term, meaning a bulk wine required by a buyer is to be dispatched as 'finished packaged stock', packed to the buyer's specifications which is negotiated separately and subsequently to the bulk wine executed trade. A seller may also offer available bulk wine delivered 'bulk to bottle', packaged to the buyer's specifications, with pricing negotiated separately and subsequently to the trade of the bulk wine.
Bulk Wine – a wine that is not yet in a packaged format.
Buyer – the purchaser or authorised buying representative for a wine product.
Contract – a Sale & Purchase Agreement template provided by VINEX for finalised trades.
Contract Fee – the fee payable to VINEX by the Supplier when a trade is completed. Fees can be viewed here.
Counter-Offer - the price and/or terms of trade submitted to the List-Owner as part of a negotiation.
Daily Offer Titles - buying and selling Listings displaying a short promotion title.
Forward Contract Issuer - is the owner of the original pre-harvest forward listing.
Forward Contract Holder - is the member who purchases the contract to hold until the date of execution.
Licensed User - a single registered member [person] approved to access the market.
Listing - the published details of a wine product in the Marketplace. Listings are summarised and displayed in rows, ranked by the most recent date.
List Owner - the creator of the original Listing.
Offer - the price and terms of trade submitted for a given Available or Sourcing listing.
Offer Pad - the trading screen where users can make offers, counter-offers or place bids.
Sourcing - the Buyers’ side of the market, requesting wines to purchase.
Seller – the owner or authorised selling representative of a wine product.
Terms - the agreed conditions under which a wine will be supplied and purchased.
Trading Code - a member's secure 4 digit number created by you.
Other trading terms are explained in the VINEX Glossary here
MARKETPLACE
Use of the VINEX Marketplace is a privilege. We may decline to approve your registration, terminate and/or restrict your access to your account (including via any other aliases you use) at any time and in our complete and unfettered discretion without necessarily consulting with or notifying you.
Without limiting this, we will consider the following as grounds for termination of use:
- if a serious complaint or multiple complaints are received about you; or,
- you breach these rules, our Terms & Conditions, or our other policies.
RECKLESS EXPOSURE
If approved as registered, you must not abuse your privilege of using the Marketplace or engage in any activity that we (in our absolute and unfettered discretion) consider to be inappropriate.
Without limiting this you must not and you, by applying for registration, agree not to (and attempt to):
- include your name or other identifying details in a Listing, bid, offer, counter-offer or sample request (unless asked and agreed);
- facilitate or participate in any illegal activity via the Marketplace;
- use or attempt to use another's account, service or system without authorisation from that user or us;
- mirror the VINEX data or content from VINEX, or results pages on any other market page or medium; or
- data mine or send automated queries of any kind to the marketplace without our prior written permission, and /or create or use a false identity on VINEX.
MARKET TYPES
The Marketplace enables the sourcing and supply of both Bulk and Bottled Wines, and consists of one central Marketplace (“Main”) and two associated listings; Boutique and Direct. Registered level members have access to the Main and Boutique market listings. Professional and Corporate members also have access to the 'by invitation-only' Direct Market where market sensitive listing details are hidden.
Boutique Market
Listings are automatically displayed on the Boutique list if they are of a regional, premium quality nature. Listings must be Premium quality (C) or above, not exceed maximum volume/quantities, include a region and a country’s appellation designation (where applicable). These listings are also displayed on the Main market.
Main Market
All Buying Requests and Sell Offerings added in the Marketplace appear on the central Main screen. However, what we consider to be sensitive details in Direct Listings are hidden from view and locked, except to those members invited by the List Owner when adding a new Direct Market Listing.
Direct Invitation (Professional subscribers, invited access only)
Direct Listings are targeted to specific members and may be used when pricing and/or volume/quantities and/or technical specifications are considered market sensitive. All Direct Listings are partially locked. Full details are only available to members that have been invited by the List Owner. Only Professional and Corporate access members can add Direct (invitation only) Listings.
DAILY OFFER TITLES
Daily Offer Titles are a short promotion title selected by the List Owner to highlight the status of their Listing. In addition to the titles appearing on the Main screen, they are also published on the Login and Home pages providing an additional opportunity to promote the Listing. When adding or editing an Listing, an option is provided to add a Daily Offer Title. There is no limit to the number of times a title can be selected.
ADD LISTINGS
Only VINEX registered members approved to add listings may add Selling and/or Buying Listings. New Listings may be required to first be approved by VINEX. Buying Listings are colour coded green. From the Main Market screen select "+Add New Wine" and then select 'Buying' if you have a sourcing requirement for wine or grape derived product that you have the authority to purchase. Selling Listings are colour coded red. From the Main Market screen select "+Add New Wine" and then select 'Selling' if you are selling, offering your available wine or grape derived product that you either own or have the authority to offer for sale.
Each Listing form has a minimum number of entry requirements in the Product and Trade (and Packaged and Technical, if relevant) sections. The selection and entry of additional information is optional, but is recommended to gain the interest of buyers and sellers viewing your listings.
Each Listing you add can be set to go live immediately or be delayed for a set number of days. You can also select the period (in days) that you would like the listing to be active in the market.
When adding a Listing you select the currency in which you’re prepared to accept a trade. Your Listing will be displayed in that currency. If you select the currency as 'negotiable' you may receive counter-offers in another currency.
For Bottled wine listings with labels, it is the Seller’s and Buyer’s responsibility to ensure the packaging complies with mandatory labelling requirements for the market(s) in which the wine will be sold. VINEX does not, and cannot verify the labelling of all listings for individual market label compliance.
Each Listing must display current and accurate information. As the List Owner, it is your responsibility to keep the Listing current, or you must Withdraw it. Members who repeatedly default in maintaining the currency or accuracy of their Listings may be excluded by VINEX and have their account suspended.
Your Listings may be Edited or Withdrawn (from the wine's listing details screen) by you at any time before an acceptance is received.
TRADE METHODS - BUYING
If you are a Professional subscribed member you can add Buy Listings (coloured green) to source wines through the Marketplace. As a Professional level member you have access to all the following trade methods:
Reverse Auction – a reserve auction (decreasing in price) where you are required to enter a maximum reserve price, plus a starting Bid price. All auctions run for 72 hours, starting at the same time the listing was submitted, after an initial pre-auction notification and sampling period, ie. 7 or 21 days prior. All bidders are required to submit an Expression of Interest and the List Owner may request samples before accepting the bidder to enter the auction. All bidders must first be accepted by the List Owner. A Bid constitutes an offer to supply the wine on the terms displayed. The successful bidder will be the lowest Bid price at the close of the auction, provided it is at or below the maximum reserve price set by the list owner. Automatic increment bidding is available using the add auto-increment price field provided to set the minimum amount you are prepared to Bid down to, along with your opening Bid. The smallest Bid increment is 0.01. Bids submitted cannot be withdrawn. If a Bid is made within 2 minutes of the auction close time, the auction automatically extends for a further 5 minutes from the time of the last Bid.
Best Offer – a negotiation method using offer and counter-offer to complete a trade. There is no limit to the number of counter-offers that can be made by either party until one party selects accept. As the List Owner, you can only request samples after a bidder has submitted an offer.
Fixed Price – a method where the price cannot be changed, only the terms of supply and payment can be negotiated. There is no limit to the number of counter-offers that can be made by either party over the terms of supply. As the List Owner, you can only request samples after a bidder has accepted the price and offered supply and payment terms.
Pre-Harvest Contract – a forward contract for supply from the next available vintage based on a negotiation method using offer and counter-offer to complete a trade. There is no limit to the number of counter-offers that can be made by either party until one party selects accept. To access the pre-harvest method you are required to be a Professional or Corporate level member. If you are a Seller, you acknowledge and agree that by accepting the offer you are executing a trade and entering into an irrevocable contract to supply. Counter-offers made by a Seller may be retracted at any time before acceptance by the Buyer. Buying Listings do not constitute an offer to buy; they are an invitation to treat only directed to other members of the Marketplace. This trading method is only available for the five months prior to the next vintage commencement date.
Note: Buyers have the last right to confirm acceptance of a purchase. If a seller accepts a buyer's offer, this action does not automatically confirm acceptance. The buyer always receives the final right to confirm acceptance.
TRADE METHODS - SELLERS
If you are a registered member you can add Sell Listings (coloured red) to offer your available wines or grape derived product through the Marketplace. Depending on your level of membership, you may have access to the following trade methods:
Auction – an auction method (increasing in price) where you are required to enter a minimum reserve price, plus a starting Bid price. All auctions run for 72 hours, starting at the same time the listing was submitted, after an initial pre-auction notification period, ie. 7 or 21 days prior. A Bid constitutes an offer to purchase the wine on the terms displayed. The successful bidder will be the highest Bid price at the close of the auction, provided it is at or above the minimum reserve price set by the list owner. Automatic increment bidding is available using the add auto-increment price field provided to set the maximum amount you are prepared to bid up to, along with your opening Bid. The smallest Bid increment is 0.01. Bids submitted cannot be retracted. If a Bid is made within 2 minutes of the auction close time, the auction automatically extends for a further 5 minutes from the time of the last Bid.
Best Offer – a negotiation method using offer and counter-offer to complete a trade. There is no limit to the number of counter-offers that can be made by either party until one party selects accept. As the List Owner, you may receive requests to supply samples prior to acceptance.
Fixed Price – a method where the price cannot be changed, only the terms of supply and payment can be negotiated. There is no limit to the number of counter-offers that can be made by either party over the terms of purchase. As the List Owner, you may receive requests to supply samples prior to acceptance.
Swap Offer – a non-financial negotiation method using offer and counter-offer to complete a total value trade. There is no limit to the number of counter-offers that can be made by either party until one party selects accept. As the List Owner, you may receive requests to supply samples prior to acceptance; and likewise, you will be able to request samples of the offered swap prior to accepting. The Swap Offer trade method is not available for the Bottled Marketplace.
Pre-Harvest Contract – a forward contract for the sale of wines from the next available vintage based on a negotiation method using offer and counter-offer to complete a trade. There is no limit to the number of counter-offers that can be made by either party until one party selects accept. To access the pre-harvest method you are required to be a Professional or Corporate level member. If you are a Buyer, you acknowledge and agree that by accepting an offer you are executing a trade and entering into an irrevocable contract to purchase. Counter-offers made by a Buyer may be retracted at any time before acceptance by the Seller. Selling Listings do not constitute an offer to sell; they are an invitation to treat only directed to other members of the Marketplace. This trading method is only available for the five months prior to the next vintage commencement date.
Note: Sellers with Basic registration have limited trading functionality access. However, all Sellers with either a Basic or Professional registration can submit offers on all buy listings.
SAMPLING PROCESS
Sellers may choose to make wine or grape derived product samples available when activating their Sell Listing, or not. The option to supply or not supply samples can be edited at any time.
If a Buyer requests a sample it remains the Sellers choice whether or not to provide a sample. When a request is received, the Seller may accept, decline or seek clarification on the sample requested.
A Seller has the right not to provide samples until an agreement is reach. A Buyer may request a sample if the Listing displays ‘Samples Available’ at any time during the term of the Listing.
A Seller is obligated to provide a sample if requested by the List Owner of any Buyer's sourcing requirement that displays ‘Samples Required’, at any time during the term of the Listing.
Bulk Wine Samples: If a Seller accepts a sample request for a bulk wine Listing, they must:
- ensure the sample substantially reflects the Listing as detailed, although the sample may be customised, but only to the extent to deliver the style the Buyer has specifically requested;
- comply with the sample quantities that are requested, labelling provided and delivery instructions advised;
- not use a proprietary branded bottle, box or other material and must remove any proprietary identifying markings that could reasonably provide the Buyer with the identity of the Seller;
- confirm dispatch and enter the consignment tracking details on the VINEX sample request page to enable the automated tracking of all freight; and,
- not attempt to send samples direct to a Buyer (unless agreed by VINEX).
Bottled Wine Samples: If a Seller accepts a sample request for a packaged wine Listing, they must:
- ensure the sample accurately reflects the Listing as detailed;
- comply with the sample quantities that are requested, attach the VINEX sample label provided and deliver according to the instructions advised;
- confirm dispatch and enter the consignment tracking details on the VINEX sample request page to enable the automated tracking of all freight; and,
- not attempt to contact or send samples directly to a Buyer (unless agreed by VINEX).
All samples dispatched must be delivered at the Seller’s expense to the freight forwarding address provided. Samples being sent internationally must be sent DDP. VINEX does not pay import duties to clear samples through Customs.
VINEX may randomly request samples to check the accuracy and compliance of wines being offered by Sellers.
The Seller is prohibited from directly contacting the nominated freight forwarding centre. Any enquiries relating to samples may be directed to VINEX at enquiry@vinex.market
VIN APPRAISALS
Sellers may request VINEX to appraise a wine for either a prospective or existing Listing.
VINEX offers three levels of appraisals as detailed here
The services are provided by VINEX using contracted independent experienced and qualified wine tasters and certified analytical laboratories.
Bulk wine appraisals: The appraisal services offered by VINEX for Bulk Wines are only for ‘Finished – Bottle Ready’ wines.
For the VINEX VinScore and VINAppraisal services, the Seller must provide the requested number of bottles and deliver those at their cost (duty paid if required) to the address advised by VINEX.
VinScore - this is a rating out of a maximum of 5.0 as determined by a contracted independent taster. The score is for a Bottled and Bulk (bottle-ready) wine sample as supplied and described by the Seller within its designated quality level. VINEX has developed an extensive network of appraisal services and takes all reasonable efforts to ensure the integrity and quality of the service is delivered. The rating reflects the objective assessment by an independent experienced wine taster. The rating does not provide any assurances to the compliance, additives or legality of the wine as fit for a given market or purpose. If on receipt of an appraisal requested by you, you find a fault or disagree to the VinScore you should raise these concerns directly with VINEX by email to enquiry@vinex.market
VINAppraisals do not constitute any form of representation, warranty or undertaking in relation to any Listing or indeed a Seller. By applying for a VINAppaisal you expressly agree to this exclusion.
VINEX will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with any VINAppraisal for any:
- loss of profits, sales, business, or revenue;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill; or
- any indirect or consequential loss.
Nothing in this clause limits or excludes our liability for death or personal injury caused by our negligence or fraud or fraudulent misrepresentation by VINEX. By applying for a VINAppraisal you expressly agree to this exclusion.
CONTRACT PROCESS
On acceptance of an offer or when a successful Auction bid is confirmed as displayed on a listing's Activity screen, both the Buyer and Seller are bound by an Irrevocable Contract.
An irrevocable contract is subject to the following conditions being fulfilled upon which a Sale & Purchase Agreement is executed:
The Seller must provide the Buyer with a final product sample (and supporting technical and composition specification declaration) via VINEX for the Buyer’s unconditional acceptance. The Buyer may waive their right to a final sample, but only by advising VINEX in writing;
- if the Buyer waives their right to a final sample (and specification), the Buyer is judged to have unconditionally accepted a sample;
- if the Buyer requests a final sample for approval the Seller must despatch the sample as requested within 3 days of receiving the notification request;
- if the Seller fails to despatch a final sample within 3 days of the request, the sale & purchase agreement may be cancelled at the discretion of VINEX in consultation with both parties;
- for bulk wine samples, if the Buyer declines acceptance of the final sample, the Buyer may request subsequent samples. If acceptance is not obtained after the supply of three final bulk wine samples, the Seller may at their discretion decline to supply further samples and the sale & purchase agreement may be cancelled at the discretion of VINEX in consultation with both parties;
- on receipt of sample acceptance from the Buyer, VINEX will first issue the sale & purchase agreement to the Seller detailing the negotiated payment terms for the Seller’s unconditional acceptance;
- the Seller has 3 business days from receipt of the sale & purchase agreement to accept, reject or seek clarification on the payment terms from VINEX;
- if the Seller rejects the payment terms, the Seller must propose alternative terms within 2 days, and be prepared to negotiate those terms with the Buyer via VINEX in good faith; and,
- on acceptance of the payment terms by both parties, VINEX will issue an amended sale & purchase agreement to both parties simultaneously to be executed by both parties within 5 business days of receiving the agreement.
For the avoidance of doubt, VINEX is not a party to any sale & purchase agreement negotiated and executed through the Marketplace, unless both parties agree to VINPay the resulting sales invoices. By applying for registration you expressly acknowledge and agree to this.
VINEX should be notified of any complaints arising from the execution of a sales & purchase agreement, and be provided with an opportunity to seek action to address any valid complaint. Members must agree to enter into mediation to settle such a dispute and do so in accordance with the VINEX Mediation Procedure (as set out in Terms & Conditions). To initiate the mediation process a party must give notice in writing to the other party to the dispute referring the dispute to mediation and at the same time, a copy of such notice should be sent to VINEX. The commencement of a mediation will not prevent the parties from commencing or continuing court proceedings. VINEX is not a party to the mediation or the court proceedings.
CONTRACTS BETWEEN BUYERS AND SELLERS
VINEX is an electronic trading platform used by registered members to facilitate contracts under instructions from Buyers and Sellers, relative to the products which it does not have actual or constructive possession.
Express terms of sale and purchase must be identified by Sellers and Buyers as part of their Listing. Subject to any terms which change by negotiation, these Rules and the Listing itself forms the contract between a Buyer and Seller who agree to contract via the Marketplace only. The Buyer and Seller may use the VINEX sale & purchase agreement template, or such contract agreed by both parties. The value of each complete transaction excludes all duties, excise, license fees/levies and local taxes that may apply.
You agree that you enter into any contract negotiated via the Marketplace relying entirely upon your own independent assessment of all relevant matters and do not rely upon any warranty, statement or representation made or given by us or on our behalf.
We encourage you to seek independent legal advice specific to your circumstances before agreeing to be bound by any contract.
VINEX PAYMENT TERMS
When trading in the Marketplace and utilising the services and intellectual property of VINEX, you agree to be bound by the VINEX Fees and Payment Terms for the services provided. A copy of the VINEX Fees & Payment Terms and Late Payment Recovery Fee are available here.
If you have any questions about these Sourcing and Supply Rules and would like to seek clarification, please contact:
The Managing Director
Vin-Exchange Ltd
Office 155 / 88 Lower Marsh Road
London SE1 7AB United Kingdom
Email: enquiry@vinex.market
Vin-Exchange Ltd Registered in England and Wales ©2016 All rights reserved.