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titanic distillers

order form

Please tick and complete where appropriate

Name & Address name

I enclose a GBP Cheque in favour of “Titanic Distillers Limited” in the amount of £

(Please give full name and title)

I wish to pay via credit card or debit card and require an invoice to be issued to the Cask Owner (holder of legal title) detailing payment instructions via Stripe or

address

I will transfer the amount of £

postcode

(full payment) to the following account:

Account Name: Titanic Distillers Limited

country

Danske Bank Branch: North Finance Centre IBAN: GB62DABA95061400007439

telephone number

BIC: DABAGB2B

I am a private individual purchasing the Cask(s) for sole title and use OR We are group of individuals intending to share the Cask(s) OR We are a corporate entity and we intend to resell / not to resell* the Cask(s) (*delete as appropriate)

Name & Address of Cask Owner (to hold legal title) if different from above:

I conﬁrm that I am over the age of 18 and above the legal drinking age in my country of origin.

name

In applying to purchase the Cask(s) I confirm that I have read and accept the terms and conditions.

(Please give full name and title) address

signed

postcode

date

Please return this form to: 401 Club, Titanic Distillers Limited, Thompson Dock, Queens Road, Belfast, BT3 9DT

country

or email to 401club@titanicdistillers.com

telephone number email

I would like to purchase the following 401 Club Cask(s): cask

price per cask

Casks 01-401

£8,000.00

quantity

total cost

total multi cask discount grand total 02

basis of contract

3.2 Certificate – Once your Cask has been filled you will be sent a certificate of ownership. You will then be deemed to have taken title to your Cask.

1.1 The completed order form (“Order”) and these Terms and Conditions as amended from time to time (“Conditions”) constitute a contract between Titanic Distillers Limited (“Supplier, we, our, or us”) and you (“Member, you, or your”) in connection with your membership of the 401 Club (“Contract”) to the exclusion of any other terms that the Member seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.3 Distillery Tours – 401 Club Members, and a guest in attendance, will be entitled to complimentary tours of the distillery. For further information of the current distillery tours available, please contact 401club@titanicdistillers.com.

1.2 Your submission of an Order constitutes an oﬀer by you to become a member of the 401 Club in accordance with these Conditions. You are responsible for ensuring that the terms of your Order are complete and accurate. 1.3 The Order shall only be deemed to be accepted when we receive payment for the Order, at which point the Contract shall come into existence.

3.4 Members Discounts - 20% discount on all nonalcoholic products and 10% discount on all Titanic Distillers produced spirits in the Distillery Shop and online. 3.5 Hotel Stay & VIP Tour – As a 401 Club Member, you and a guest will be entitled to an overnight stay in Titanic Hotel, Belfast and a private VIP Distillery Tour. 3.6 Early access to purchase bespoke distillery reserves and special edition bottles.

1.4 The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in the Contract.

3.7 Exclusive Members’ invitations to future whiskey events and product launches at the Distillery.

1.5 By placing an Order you acknowledge and conﬁrm that you are at least 18 years old. We will not accept orders from or arrange delivery of alcohol products to any person under the age of 18 at the date of the Contract. If the delivery location is in a country outside Northern Ireland then by placing an Order you acknowledge and conﬁrm that you are at least of the minimum legal age to purchase alcohol in accordance with the laws of that country.

4.1 Cask numbers will be allocated in the order of the date that we accept an Order but you may choose a higher number, if you wish to do so for any symbolic reasons, if it has not already been allocated.

casks

4.2 Your Cask will be ﬁlled as soon as reasonably possible following receipt of your Order and payment but only after earlier orders have been ﬁlled and with regard to other demands on production.

legal owner 4.3 You are purchasing the Cask itself, the contents of the Cask, storage of the Cask and contents for seven years from date of ﬁlling, and insurance against loss or theft of the Cask whilst in storage with us.

2.1 We require a single point of contact named in the Order who will be the legal owner of the Cask.

4.5 Casks will be filled with New Make Spirit produced by Titanic Distillers at a filling strength of approximately 63.5% alcohol by volume (ABV). However, you acknowledge that as the Casks are handmade there may be a degree of variance in the volume of litres or if there is a shortage of supply the Supplier may at its discretion and acting reasonably, use an alternative Cask or spirit as close to the original description as reasonably possible. 4.6 Cask Identification – Your Cask will be individually marked with the year of distillation, the Cask number and your own name or other mark specified by you and which is reasonably acceptable to us. 4.7 All Casks will be stored under bond with Excise Duty suspended. 4.8 Your Cask will be regularly inspected for signs of leakage during the time of storage. Also included in the Cask price are the costs of repair to any Cask which is leaking and the replacement of any spirit that is lost as a result of that leakage. Replacement will be made good with spirit from similar periods and batches subject to availability. For the avoidance of doubt no spirit will be replaced as a result of loss due to natural evaporation (The Angels’ Share “as defined below”). 4.9 Insurance costs for seven years following allocation of your Cask are included in the Cask price. We will insure your Cask with a reputable insurance company against loss from normally accepted perils but excluding terrorism, civil strife, and acts of God. After seven years further insurance may be purchased and costs will be advised at that time. In the event that your Cask is lost through an insurable event we will at our sole discretion either refund the Cask price or provide a replacement from similar stock if available. For further details of the insurance terms, please contact 401club@titanicdistillers.com

your own analysis. Further Cask samples can be purchased once in any particular year. Costs for this service can be obtained by contacting the Supplier. storage 5.1 401 Club includes seven years of Cask storage charges. 5.2 Further charges will be made annually thereafter for any incremental periods of storage based on prevailing market rates for warehousing services. 5.3 Casks will be stored with other Titanic Distillers Casks and with other third-party inventory at the site of our current warehousing partner and we reserve the right to move the Casks within the island of Ireland as necessary as we continue to monitor our warehousing arrangements. 5.4 Storage is provided on standard commercial terms as available from our warehousing partners, including limitations on liability and insurance. 5.5 Further insurance charges will be made annually thereafter or any incremental periods of storage based on prevailing market rates. angel’s share 6.1 New make malt spirit is typically filled into the Casks at cask strength of approximately 63.5% ABV. 6.2 Approximately 2% of the Cask contents will evaporate per year (the so called “Angels’ Share”) which will reduce the amount of alcohol per Cask over the seven-year maturation period. 6.3 There may be some spillage or losses when the contents of the Cask are bottled but this should not exceed 1-2% of the total volume.

membership benefits 3.1 Cask – As a 401 Club Member it is intended that you will be supplied with your Cask as described in your Order and in accordance with the Conditions.

4.4 Your Cask will be a handmade, Ex-American Bourbon first fill (AB1’s) with an average of 200 litre bulk volume.

4.10 The Cask price includes the cost of taking a 100ml sample of spirit from each Cask on the third, fifth and seveneth anniversaries of the Cask ﬁlling date for quality control purposes which will be sent to you for

6.4 A newly filled Cask should therefore contain approximately 127 LPA which after seven years of maturation and following bottling should represent approximately 110 LPA.

6.5 Please note that the evaporation rate of each Cask will vary, and losses may be higher than outlined above – in particular, if the whiskey is aged for longer than the initial seven years, it will continue to evaporate resulting in fewer bottles of finished whiskey. We will have no liability to you for any leakage, evaporation or other loss or damage to the Cask or whiskey except where it is caused by our gross negligence.

8.3 If, for any reason, a Member would like to remove their Cask for bottling before the expiry of the seven year period then this can be facilitated (after an initial three year and one day period) upon no less than three months’ written notice, however there will be no refund paid for any unused periods of prepaid warehousing and insurance. 8.4 If you remove your Cask prior to the expiry of the seven year period, you will not be permitted to make bottles available for sale without our prior written consent (not to be unreasonably withheld or delayed), and in any event not before Titanic Distillers have released our own first single malt from whiskey distilled at the Distillery.

maturation period and finishing options 7.1 It will be three years and a day before your Cask can be called Irish Whiskey. 7.2 Based on individual preference and/or consultation with our team we are happy to offer incremental periods of maturation on an annual basis including the option for finishing in a different Cask type and creating a bespoke liquid. This will be subject to an additional charge to be agreed.

access to casks and sampling 9.1 401 Club Members can access the warehouse in order to visit their Casks up to once per annum by prior arrangement. 9.2 Samples consist of 100ml of spirit and 401 Club Members can sample their spirit in years three, five and seven.

7.3 Final agreement to be reached as to additional maturation and/or finishing requests to be made three months prior to the expiry of the initial seven-year period.

9.3 Titanic Distillers will arrange a warehouse visit for sampling – with a minimum of one month’s notice required in order to participate in the next visit.

completion of initial maturation period 8.1 Titanic Distillers will contact you six months prior to the expiry of the seven-year maturation period to confirm your preferred option for your Cask and bottling arrangements. We will seek to reach agreement prior to three months before the end of the period as to future maturation options, otherwise we will be unable to guarantee to offer additional periods of maturation. 8.2 If we do not hear from you before three months after the expiry date of the initial seven-year maturation period, we reserve the right to transfer ownership of the Cask back to the Distillery at the lesser of the price paid by you and the then market value of the seven-year-old whiskey in order to avoid further unfunded periods of maturation and insurance.

bottling options 10.1 We will offer three different options in terms of bottling strength: (a) 40% ABV – this is the lowest permitted ABV under current regulations for liquid to be bottled as Irish Whiskey. (b) 46% ABV - we recommend bottling at this strength. (c) Cask strength - this varies depending on several factors, but for a seven year-old whiskey it is estimated to be approximately 56%.

number of bottles 11.1 This depends on several factors such as the maturation rate, the age of the whiskey, any spillages in bottling etc. 11.2 Bottling at 46% ABV after seven years of maturation should produce approximately 340 bottles. 11.3 Bottling at Cask strength will yield the fewest number of bottles of finished whiskey (estimated at approximately 280) and bottling diluted to a minimum strength of 40% will result in the maximum number of bottles (estimated as approximately 390). We will have no liability to you for any variations in the number of bottles of finished whiskey except where it is caused by our gross negligence. bottling 12.1 The price for bottling services includes our core range 70cl bottles, corks, capsules and labels. 12.2 If you are considering bottling your whiskey, the following procedure is in place: Order a sample of your whiskey (contact us for a quote). If you are happy to proceed with bottling, we will provide a range of options and quotes with regards to bottling arrangements. 12.3 Once you are happy to proceed, please provide a minimum of a month’s notice so that we can make the necessary arrangements for Cask removal and whiskey bottling. labeling 13.1 We will be able to provide a range of labelling options and designs referencing your specific batch number and Cask number, and your personal details as preferred. You understand there may be amendments or updates to our labels during the seven year period and we may at our discretion provide you with updated labels for use and request you discontinue to use any old labels.

13.2 We can accommodate other labelling options; however, Titanic Distillers retains the right for final approval at our sole discretion of the wording on any labelling applied to finished goods to ensure that it is in line with mandatory regulations and is acceptable in terms of any use of our registered trademarks – including “Titanic Distillers”. 13.3 The Member acknowledges that: (a) the intellectual property rights (including but not limited to patents, copyright, trade marks, good will, rights in designs and trade secrets) are the Supplier’s property; (b) nothing in this Contract shall be construed as conferring any licence or granting any rights in favour of you in relation to the intellectual property rights; and (c) any reputation in any trade marks affixed or applied to the Casks shall accrue to the sole benefit of the Supplier or any other owner of the trade marks from time to time. partial bottling & buyback option 14.1 In the event that a Member does not want to incur further costs over and above the initial Cask investment to fund the Excise Duty, VAT and bottling costs, Titanic Distillers are happy to explore the option of a partial bottling option whereby we will look to buy back part of the contents of the Cask, to provide the funds to satisfy the cost of bottling, delivery, Excise Duty and VAT. 14.2 We would look to explore the specific financials at the appropriate point in time – but this offers a Member to limit their financial investment to the upfront purchase cost, and still benefit from having a supply of their unique bottled finished Irish Whiskey, albeit in smaller volumes. 14.3 If you would like to understand more about this option, please contact us.

taxes & distribution

15.8 Excise Duty and VAT would be payable in the country of final destination at the rates prevailing in that country at that time.

excise duty 15.1 Excise Duty is the tax charged based on the percentage of pure alcohol in an alcoholic product. The current rate in the UK is £28.74 per litre of pure alcohol which equates to £9.25 per 70cl bottle of spirit at 46% ABV. 15.2 Excise Duty rates are subject to change in the UK, and you understand the Excise Duty rate payable by you will be confirmed based on the rate prevailing at the time the Cask has been bottled. vat 15.3 VAT is payable on the purchase price of the whiskey together with the Excise Duty due at the rate prevailing at the time the spirit is removed from bond, plus on any incremental storage and insurance charges paid over the years as well as on bottling and delivery charges.

15.9 It is up to the Cask owner to find a suitable importer in the destination country and to arrange the export, but the bottling plants may be able to assist with this. We will have no liability to you for any costs, damage or loss of the Cask that occur as a result of exporting the Cask. price matching 16.1 If you do not wish to retain ownership of your Cask or part of the contents of your Cask at the end of seven years then, subject to you having made reasonable endeavours to sell your Cask or part of its contents to third parties and subject to the Company having suﬃcient funds, you may request that we oﬀer to repurchase your Cask or the part of the contents of your Cask that you do not wish to keep. 16.2 The price that we will pay you for your Cask shall be equal to your original Cask price plus a 3% per annum compound uplift on your original Cask price. The price that we will pay if we purchase part of the contents of the Cask shall be pro-rata the original price that you paid for your Cask plus a pro-rata 3% per annum compound uplift. In the event that we purchase part of your Cask contents then we shall retain the Cask itself.

15.4 Both Excise Duty and VAT are due after the Cask has been bottled and the finished goods are removed from the bonded warehouse. 15.5 Current VAT rate in the UK of 20%, which is subject to change. capital gains tax 15.6 For taxpayers in the United Kingdom capital gains tax is not applicable as whiskey is regarded as a tangible, moveable and wasting asset. Any whiskey purchased in Cask for personal use, as gifts for family and friends etc. would therefore be exempt from the payment of Capital Gains Tax. export

16.3 A request to us to offer to purchase your Cask can only be made after three months have elapsed following the seventh anniversary of the filling of your Cask and before the tenth anniversary of the filling of your Cask and only if the Cask has been stored with us continuously from filling. We may purchase your Cask or contents after the tenth anniversary, but we shall not be bound by the terms of this Contract to do so.

15.7 If the whiskey is exported under bond, Excise Duty and VAT can be suspended (but not avoided) subject to the exporter being registered for both Excise Duty and VAT, and being registered as a bona fide exporter.

16.4 We will only oﬀer to purchase Casks from owners who are private individuals or who are private individuals who represent a group of private individuals.

limitation of liability 17.1 If we fail to comply with these Conditions, we will only be responsible for loss or damage suﬀered by you that is a reasonably foreseeable result of our breach of the Conditions or our negligence, but we will not be responsible for any loss or damage that is not reasonably foreseeable. Loss or damage is reasonably foreseeable if they are an obvious consequence of the Supplier’s breach or if they were contemplated by both you and us at the time of entry into this Contract. 17.2 We will have no liability to you for any consequential loss, any indirect loss or for loss of profit, loss of sales or business, business interruption, or loss of business opportunity. 17.3 We do not exclude or limit in any way our liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, or for any fraud or fraudulent misrepresentation or breach of the terms implied under the Consumer Rights Act 2015. 17.4 Subject to clause 17.3, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the membership (Cask) price. how we may use your personal information 18.1 We will use the personal information provided to us to provide your Cask or its contents to you and to perform our obligations under the Contract, to process the payment of the Cask price, and to inform you about similar products or services that we provide, but you may choose to stop receiving communications from us at any time by contacting us to state that you no longer wish to receive such communications. We will not give your personal data to any other third party without your consent. Both the Member and the Supplier will comply with all applicable requirements of the Data Protection Act 2018 and UK General Data Protection Regulation.

18.2 We will comply with the Payment Card Industry Data Security Standard (“PCI DSS”) in relation to any credit card payments received in relation to the payment of the Cask. We will maintain materials or records that contains payment card or transaction data in a safe and secure manner with access limited to authorised personnel. Your personal information will only be used as set out in clause 18.1 above. general 19.1 Change of Address. You must notify us immediately of any change to your address or contact details. In the event that we are unable to contact you within six months of the expiry of seven years from the date when your Cask is filled, we reserve the right to sell your Cask and its contents and to hold the proceeds on your behalf after deduction of sale costs and any other costs which we may have incurred from warehousing the Cask for any period of more than seven years. 19.2 Assignment and Subcontracting. We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract without the our prior written consent. 19.3 Notices. We are a company registered in Northern Ireland with company registration number NI655098 with our registered office being Thompson Dock, Queens Road, Belfast, BT3 9DT, Northern Ireland. If you have any questions or complaints, please contact us by e-mail at 401club@titanicdistillers.com. If you wish to contact us in writing, or if any clause in these Conditions requires you to give us notice in writing, this should be sent to us by e-mail, by hand, or by pre-paid post using our contact details above. We will confirm receipt of any communication by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address provided to us in the Order. 19.4 Severance. If any court or competent authority

finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Contract and for a period of two years after the initial seven year period, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by (a) below. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract. (a) Both the Member and the Supplier may disclose the other party’s confidential information:

19.5 Waiver. A waiver of any right or remedy under the Contract is only eﬀective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(i) to its employees, officers, representatives, contractors, sub-contractors or advisors who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 19.8; and

19.6 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 19.9 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of the other parry, or authorise any party to make or enter into any commitments for or on behalf of any other party.

19.7 Our right to make changes. We may change (a) any aspect of the membership, the Cask and/or the Conditions: (i) to reflect changes in relevant laws and regulatory requirements; and/or (ii) to implement minor technical adjustments and improvements; (b) the specific details of the Casks and/or the membership from time to time at our own discretion by notice in writing to you; and/or (c) the Conditions from time to time at our discretion by notice in writing to you. 19.8 Confidentiality. Both the Member and the Supplier undertakes that it shall not at any time during this

19.10 Force Majeure. If there is any failure or delay in the performance of our obligations under the Conditions as a result of an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Notwithstanding, we will not be liable for delays caused by the event. 19.11 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with Northern Irish law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Northern Ireland.

e: 401club@titanicdistillers.com w: titanicdistillers.com