Ownership of Site; Agreement to Terms of Use

These Terms and Conditions of Use (the “Terms of Use”) apply to the Braeburn Whisky web site located at BraeburnWhisky.com, and all associated sites linked to www.Braeburn Whisky.com by Braeburn Whisky, its subsidiaries and affiliates, including Braeburn Whisky sites around the world (collectively, the “Site”). The Site is the property of Braeburn Whisky (“Braeburn Whisky”) and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

Braeburn Whisky reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Braeburn Whisky grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Braeburn Whisky, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Braeburn Whisky’s express prior written consent.

You may use information on Braeburn Whisky products and services (such as data sheets, knowledge base articles, and similar materials) purposely made available by Braeburn Whisky for downloading from the Site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

Your Use of the Site

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Braeburn Whisky reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Braeburn Whisky server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Braeburn Whisky, including any Braeburn Whisky account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Braeburn Whisky’s systems or networks, or any systems or networks connected to the Site or to Braeburn Whisky.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Braeburn Whisky on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Braeburn Whisky or others.

Privacy

Braeburn Whisky’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view Braeburn Whisky’s Privacy Policy, click here. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Links to Other Sites and to the Braeburn Whisky Site

This Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Braeburn Whisky’s control, and Braeburn Whisky is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Disclaimers

Braeburn Whisky DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. Braeburn Whisky CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. Braeburn Whisky DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Braeburn Whisky DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY Braeburn Whisky SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST Braeburn Whisky FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Braeburn Whisky reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

Except where prohibited by law, in no event will Braeburn Whisky be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Braeburn Whisky has been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms of Use, Braeburn Whisky is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, Braeburn Whisky’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Site paid in the six months prior to the date of the initial claim made against Braeburn Whisky (but not including the purchase price for any Braeburn Whisky products), or (2) USD $100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Indemnity

You agree to indemnify and hold Braeburn Whisky, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Braeburn Whisky by any third party due to or arising out of or in connection with your use of the Site.

Violation of These Terms of Use

Braeburn Whisky may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Braeburn Whisky’s rights or property, or the rights or property of visitors to or users of the Site, including Braeburn Whisky’s customers. Braeburn Whisky reserves the right at all times to disclose any information that Braeburn Whisky deems necessary to comply with any applicable law, regulation, legal process or governmental request. Braeburn Whisky also may disclose your information when Braeburn Whisky determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Braeburn Whisky may preserve any transmittal or communication by you with Braeburn Whisky through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Braeburn Whisky determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Braeburn Whisky, its employees, users of or visitors to the Site, and the public.

You agree that Braeburn Whisky may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Braeburn Whisky, for which monetary damages would be inadequate, and you consent to Braeburn Whisky obtaining any injunctive or equitable relief that Braeburn Whisky deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Braeburn Whisky may have at law or in equity.

You agree that Braeburn Whisky may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If Braeburn Whisky does take any legal action against you as a result of your violation of these Terms of Use, Braeburn Whisky will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Braeburn Whisky. You agree that Braeburn Whisky will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Orders

Orders must be communicated in writing to an authorized representative of Braeburn Whisky.

Braeburn Whisky reserves the right to reject or amend any order made in its absolute discretion. Receipt of any order by Braeburn Whisky is not effective until it is confirmed and accepted in writing by way of email, by Braeburn Whisky to the Customer.

No Order which has been accepted by Braeburn Whisky may be cancelled by the Customer.

Braeburn Whisky employees or agents are not authorized to make any representations concerning the Goods unless such representations are confirmed by Braeburn Whisky in writing. The Customer shall at all times not rely on any representations by Braeburn Whisky employees or agents unless such representations have been confirmed in writing by Braeburn Whisky.

An order made may be cancelled by the Customer within seven (7) days of the acceptance of the order by Braeburn Whisky, the Customer gives Braeburn Whisky a notice in writing of the cancellation. The cancellation by the Customer shall be subject to the Customer indemnifying Braeburn Whisky in full against all loss, damages, charges and expenses incurred by Braeburn Whisky as a result of the cancellation.

Price and Payment

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. Additionally, customer is responsible for their own relevant taxes and in no shape or form is Braeburn Whisky responsible for any taxes regarding customers purchase.

The price of the Order shall be the price as stated on the written Order Form.

Payment for the Goods shall be made by the method designated to customer by Braeburn Whisky.

Braeburn Whisky reserves the right, by giving notice to the Customer at any time before delivery of the Goods, to increase the price of the Order to reflect any increase in the cost to Braeburn Whisky which is due to any factor beyond the control of Braeburn Whisky (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 is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Braeburn Whisky adequate information or instructions.

Delivery and Storage

Except as otherwise provided in the Order Form, and unless otherwise agreed in writing between the Customer and Braeburn Whisky, all prices are given by Braeburn Whisky shall include:

• Delivery of the Goods in the designated warehouse or where (destination) customer stipulates;
• Insurance for the delivery of the Goods to destination; and
• Packing and delivery of Goods from the country of origin to the warehouse or alternative destination as designated by the customer.
• The Customer may collect the Goods from the warehouse at any time after Braeburn Whisky has notified the Customer that the Goods are ready for collection.

Once the Goods have arrived at the stipulated destination, full title and control will pass to the customer

Any delivery date specified by Braeburn Whisky for delivery of the Goods are only approximate only, and Braeburn Whisky shall not be liable for any delay in the delivery of the Goods. Time for delivery shall not be of the essence of the contract unless previously agreed by Braeburn Whisky in writing. The Goods may be delivered by the ‘SUPPLIER’ in advance of the delivery date specified, upon giving reasonable notice to the Customer.

Notwithstanding anything contained in these terms and conditions, the liability of Braeburn Whisky in respect to the delivery of the Goods 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.

If the Customer fails to take delivery of the Goods or fails to give Braeburn Whisky 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 Braeburn Whisky’s fault) then, without prejudice to any other right or remedy available to Braeburn Whisky, Braeburn Whisky may:

• Store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

• 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.

Any advice or recommendation given by Braeburn Whisky 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 Braeburn Whisky is followed or acted upon entirely at the Customer’s own risk, and accordingly Braeburn Whisky shall not be liable for any such advice or recommendation which is not so confirmed.

Risk and Warranty

Risk of damage to or loss of the Goods shall pass to the Customer:

• In the case of Goods to be delivered to the designated warehouse, at the time when Braeburn Whisky notifies the Customer that the Goods are available for collection; or
• 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 Braeburn Whisky has tendered delivery of the Goods.
• Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these terms and conditions, the property in the Goods shall not pass to the Customer until Braeburn Whisky’s supplier has received payment in full for the Goods and all other goods agreed to be sold by Braeburn Whisky to the Customer for which payment is due.

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

Braeburn Whisky does not warrant:

• The quality, fitness for drinking, 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.

• The market value or appreciation in value of the Goods; or

• 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.

• Braeburn Whisky 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. Braeburn Whisky shall not in any circumstances be liable or obliged to repurchase the Goods or to effect any future sale of the Goods.

Force Majeure

Braeburn Whisky 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 Braeburn Whisky’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Braeburn Whisky’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Braeburn Whisky’s reasonable control:

• Act of God, explosion, flood, tempest, fire or accident;
• War or threat of war, sabotage, insurrection, civil disturbance or requisition;
• Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
• Import or export regulations or embargoes; and
• Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Braeburn Whisky or of a third party).

Governing Law and Jurisdiction

This Agreement and these terms of sale shall be construed in accordance with and governed in all respects by the laws of the UK and the parties hereto agree to submit, subject to recourse to arbitration as herein provided, to the non-exclusive jurisdiction of the courts of the UK.

Void Where Prohibited

Braeburn Whisky administers and operates the www.Braeburn Whisky.com Site from its location in Glasgow; other Braeburn Whisky sites may be administered and operated from various locations outside the United Kingdom. Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United Kingdom. Braeburn Whisky reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United Kingdom, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Contracts (Rights of Third Parties) Act (Cap. 53B)
Unless otherwise expressly stated herein, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement.

General Provisions
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 provision to which they refer.

Words in this Agreement importing the singular meaning shall where the context so admits include the plural meaning and vice versa.

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.

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.

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United Kingdom export laws and regulations.

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Braeburn Whisky with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Braeburn Whisky with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with Braeburn Whisky, Braeburn Whisky will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. Braeburn Whisky’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Braeburn Whisky of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Braeburn Whisky and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Braeburn Whisky provides access to Braeburn Whisky international data and, therefore, may contain references or cross references to Braeburn products that are not available in your country. Such reference does not imply that Braeburn Whisky in your country intends to offer such products or services.

Feedback and Information

Any feedback you provide at this site shall be deemed to be non-confidential. Braeburn Whisky shall be free to use such information on an unrestricted basis.

The information contained in this web site is subject to change without notice.