Trading Rules
Vin-Exchange Ltd
Updated: 2017.1 Effective 1st March 2017
TRADING RULES
These trading rules should be read in their entirety and in conjunction with the VINEX Terms & Conditions.
PREAMBLE
Welcome to www.vinex.market (“Exchange”). The Exchange is a web-based electronic trading marketplace that introduces wine Buyers and Sellers within regions and across markets, allowing them to contract for the sale and purchase of wine or wine-grape derived products. Vin-Exchange Ltd (“VINEX”) also publishes related wine market information and data analysis 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 on the Exchange.
Trading privileges on the Exchange will not be granted until VINEX is satisfied that it has verified each registration. The identity of registered members is not revealed on the Exchange, and anonymity is maintained throughout all activities and negotiations on the Exchange.
VINEX earns revenue from commission which is calculated and payable on the value of completed trades and is borne by the Seller (with some exceptions). VINEX may also charge a membership subscription fee to those users who wish to access additional content and features of the Exchange or purchase additional VINEX user licenses or associated products and services.
Registered members do not have to purchase a membership subscription to add listings, receive counter-offers, request or provide samples and complete transactions relating to their own Listings. However, for those members which wish to counter-offer, place a bid or request samples on another member’s Listing then a membership subscription does need to be purchased.
VINEX’s role is to facilitate introductions between Sellers and Buyers using the Exchange and VINEX is not a party to any contract resulting from utilising the services of the Exchange. VINEX does not itself sell wine or wine-grape derived products but provides the Exchange where Buyers and Sellers can meet to buy and sell wine for a low commission rate.
VINEX does not purport to and is not licensed to offer, trade or recommend any financial product or service and is not authorised by the Financial Conduct Authority to carry on a regulated activity.
TERMINOLOGY
The following terms are used by VINEX throughout the Exchange and have following general meaning:
Available - the Sellers’ side of the market, listing their available wines for sale
Bid - the price and terms of trade submitted to the List Owner during Auction or Procurement Auction trade methods
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 purchase. 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 sale of the bulk wine.
Counter-Offer - the price and/or terms of trade submitted to the List Owner as part of a negotiation.
Daily Offers - a summary of buying and selling Listings displaying a short title.
Forward Contract Issuer - is the owner of the original pre-harvest forward listing .
Forward Contract Holder - is the member who purchases the contract and pays a Premium to hold the contract until the date of execution.
Licensed User - a single registered member of the Exchange, limited to one entity [person].
Listing - the published details of a product. Listings are summarised and displayed in rows on the Exchange for ease of search.
List Owner - the creator of the original Listing.
Offer - the price and terms of trade displayed in a Listing.
Offer Pad - the trading screen where users can make counter-offers or place bids.
Required - the Buyers’ side of the market, listing their sourcing requirements to purchase
Terms - the terms and conditions of the Exchange available at [www.vinex.market]
TradeDesk - displays offers and/or sample requests requiring your action
Trading Code - a secure 4 digit number created and maintained by you to ensure offers/bids can only be submitted by you.
Further trading terms are explained in the VINEX Glossary,
EXCHANGE USE
Use of the Exchange is a privilege. We may decline to approve your registration or terminate your registration and/or restrict your access to the Exchange (including via any other aliases you use) at any time at our complete discretion without consulting with or notifying you.
Without limiting this, we consider the following as grounds for refusal of use:
- if a serious complaint or multiple complaints are received about you; or
- you breach these rules, our Terms, or our other policies.
RECKLESS EXPOSURE
You must not abuse the use of the Exchange or engage in any activity that we (in our absolute discretion) think is inappropriate.
Without limiting this you agree not to (and not to attempt to):
- include your name or other identifying details in a Listing, bid, offer, counter-offer or sample request;
- facilitate or participate in any illegal activity via the Exchange;
- use or attempt to use another's account, service or system without authorisation from that user or us;
- mirror the Exchange, data or content from the Exchange, or results pages on any other Exchange or medium;
- data mine or send automated queries of any kind to the Exchange without the our prior written permission, and /or;
- create or use a false identity on the Exchange.
EXCHANGE TYPES
The Exchange consists of one central Main Exchange (“Main EX”) and two associated exchanges. Registered and Standard level members have access to the Bulk to Bottle and Main Exchange. Premium and Corporate members have access to all three exchanges.
Bulk to Bottle
All listings with a delivery term of 'Bulk to Bottle', meaning a bulk wine may be dispatched as 'finished packaged stock', for example Bottled, BiB, etc. to the Buyer's required specifications. The packaging (and any associated freight) cost is negotiated separately and subsequently to a completed bulk wine trade, directly between the Buyer and Seller.
Main Exchange
All Buying and Selling Listings added on the Exchange appear on the central exchange.
Sub Exchange
All Buying and Selling Listings added on the Sub Exchange (“Sub EX”) appear on the Main EX, but are locked. Full details of the Listing are only available to members that have been invited by the List Owner. The price and volume information of a Sub EX Listing is not visible to all members. Only Premium and Corporate level members can add Listings on the Sub EX. When adding a Listing, a selection of at least two invitees must be made with a provision to invite up to eight. Invitees can be found by searching their company name. If the invitee you require is not displayed you will be given an option for VINEX to contact the invitee and request they provide approval to be included in the list of Sub EX invitees. Any approach by VINEX to an invitee on your behalf will be conducted in confidence and VINEX will not disclose the identity of the member requesting there addition. Sub EX Listings require the same information to be entered as that for Listings on the Main EX.
DAILY OFFERS
Daily Offers are listing on the Main EX with a short descriptive title which have been selected by their List Owners to be published for a minimum of 24 hours. In addition to the Daily Offers appearing on the Exchange, they are also published on the Exchange Login and Home pages providing an additional opportunity to promote the Listing. When adding or editing an Exchange Listing, an option is available for the Buyer and Seller to add the Listing to Daily Offers. There is no limit to the number of times a listing can be added to Daily Offers, however to do so requires the List Owner to edit the Listing daily and select Daily Offers. When selecting a Listing to be published in Daily Offers, a title must be selected from one of the pre-set selections to best announce the nature of the Listing. All Daily Offer listings go live at 15:00 UK time
ADD LISTINGS
Only Exchange registered members and holders of a single VINEX license may add Selling and/or Buying Listings to the Main EX. The first Listing of any new member must be first approved by VINEX. Buying Listings are colour coded green. You use this listing form if you have a sourcing requirement for wine or grape derived products that you have the authority to purchase. Selling Listings are colour coded red. You use this Listing form if you are selling available wine or grape derived products that you either own or have the authority to offer for sale. Each Listing form has minimum required entry fields in the Product and Trade sections. The entry of additional information is recommended, but is optional. You can select to display the Listing immediately or to delay its display on the Exchange. You can also select the number of days that you would like the listing displayed. When adding a Listing you select the currency in which you’re prepared to either purchase or sell the wine. Your Listing will be displayed in that currency. If you select the currency as negotiable, then you may receive counter-offers in another currency. Each Listing must display current and accurate information. If you are the owner of a Listing, it is your responsibility to keep the Listing current and accurate, or you must withdraw it. Members who repeatedly default on maintaining their Listings may be excluded by VINEX and have their registration terminated by VINEX. Your Listings may be edited or withdrawn by you at any time before an acceptance is received.
TRADE METHODS - BUYING
If you are a registered member you can add a buying Listing (coloured green) to source your wine requirements through the Exchange. Depending on your level of membership, you may have access to the following trade methods:
Procurement 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. 14 or 21 days prior. All bidders are required to submit and 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 accepted using the add auto-increment price field provided to set the minimum amount you are prepared to bid down to. 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 10 minutes from the time of the last Bid.
Tender Manager – 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, provided each responds with a counter-offer within 72 hours, otherwise the counter-offer lapses. As the List Owner, you can only request samples after a bidder has submitted and offer.
Sell Now – a fixed price method where only the terms of supply and payment can be negotiated, not the price. There is no limit to the number of counter-offers that can be made by either party over the terms of supply, provided each responds with a counter-offer within 72 hours. As the List Owner, you can only request samples after a bidder has submitted and offer.
Pre-Harvest Sell 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, provided each responds with a counter-offer within 72 hours. To access the pre-harvest method you need to have subscribed to a Premium or Corporate level membership. If you are a Seller, you acknowledge and agree that by accepting an offer you are completing a trade and entering an irrevocable contract to supply. Counter-offers made by a Seller may be retracted at any time before accepted 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 Exchange. This trade method is only available for a five month period prior to the next vintage.
TRADE METHODS - SELLERS
If you are a registered member you can add a selling Listing (coloured red) to offer your available wines or grape derived products through the Exchange. 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. 14 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 accepted using the add auto-increment price field provided to set the maxiumum amount you are prepared to bid up to. 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 10 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, provided each responds with a counter-offer within 72 hours, otherwise the counter-offer lapses.
Buy Now – a fixed price method where only the terms of supply and payment can be negotiated, not the price. There is no limit to the number of counter-offers that can be made by either party over the terms of supply, provided each responds with a counter-offer within 72 hours.
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, provided each responds with a counter-offer within 72 hours, otherwise the counter-offer lapses.
Pre-Harvest Buy 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, provided each responds with a counter-offer within 72 hours. To access the pre-harvest method you need to have subscribed to a Premium or Corporate level membership. If you are a Buyer, you acknowledge and agree that by accepting an offer you are completing a trade and entering an irrevocable contract to purchase. Counter-offers made by a Buyer may be retracted at any time before accepted 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 Exchange. This trade method is only available for a five month period prior to the next vintage.
SAMPLING PROCESS
Sellers may choose to make wine or grape derived product samples available when adding a 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 a trade is completed. 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 Listing Requirement that displays ‘Samples Required’, at any time during the term of the Listing.
If a Seller accepts a sample request, 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 details on the VINEX sample request page to enable the tracking of all freight;
- not attempt to send samples direct to a Buyer.
All samples dispatched must be delivered at the Seller’s cost (including payment of any custom's clearance and duties) to the VINEX freight forwarding address provided.
VINEX may randomly request samples to check Listing accuracy and compliance.
The Seller is prohibited from directly contacting the freight forwarding centre. Any enquiries relating to samples must be directed to VINEX, and can be made by email to samples@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 on the Exchange. The services are provided by VINEX using contracted independent experienced and qualified wine tasters and certified analytical laboratories.
The appraisal services offered by VINEX are for ‘Finished – Bottle Ready’ wines only.
For the VINEX VinScore and VinAppraisal services the Seller must provide the requested number of bottles and deliver those at their cost 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 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 content, additives or legality of the wine as fit for your market or purposes. If on receipt of an appraisal requested by you, you find a fault or disagree to its findings you should raise these concerns directly with VINEX by email to complaints@vinex.market
VinAppraisals do not constitute any form of representation, warranty or undertaking in relation to the any Listing or indeed a Seller.
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.
CONTRACT PROCESS
On acceptance of a counter-offer or when a successful Auction bid is confirmed, both the Buyer and Seller are immediately 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 and specification, 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 samples for approval the Seller must despatch the sample as requested within 5 days of receiving the notification request.
- if the Seller fails to despatch a final sample within 5 days of the request, the sale & purchase agreement may be cancelled at the discretion of VINEX in consultation with both parties;
- if the Buyer declines acceptance of the final sample, the Buyer may request subsequent samples for acceptance. If acceptance is not obtained after the supply of three final samples, the Seller may at their discretion decline to supply further samples and the sale & purchase agreement maybe cancelled at the discretion of VINEX in consultation with both parties.
- VINEX reserves the right to request a sample from the Seller for analysis purposes to ensure the sample reflects the quality, sensory description and specifications claimed. If a samples is requested by VINEX the Seller must at their own cost forward a sample to the delivery address advised within 5 days of receiving the request;
- on receipt of sample acceptance from the Buyer, VINEX will issue the sale & purchase agreement to the Seller detailing the negotiated payment terms for the Seller’s unconditional acceptance. The Seller may waive their right to acceptance of the payment terms, but only by advising VINEX in writing;
- the Seller has 5 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;
- 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 document.
For the avoidance of doubt VINEX is not a party to any sale & purchase agreement negotiated and executed through the Exchange.
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. You agree to enter into mediation to settle such a dispute and will do so in accordance with VINEX’S Mediation Procedure (as set out in the Terms). 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 commencing or continuing 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 Exchange negotiation, these Trading Rules and the Listing itself forms the contract between a Buyer and Seller who agree to contract via the Exchange only.
The Buyer and Seller may use this form of contract, or such contracted agreed by both parties.
The value of each complete transaction excludes all duties and local taxes that may apply.
You agree that you enter into any contract negotiated via the Exchange 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 particular to your circumstances before agreeing to be bound by any contract.
If you have any questions about the Trading Rules and would like to seek clarification, please contact:
The Managing Director
Vin-Exchange Ltd
Level 2, 1-5 Clerkenwell Road
London EC1M 5PA United Kingdom
Email: enquiry@vinex.market
Vin-Exchange Ltd Registered in England and Wales ©2016 All rights reserved.
