TO BUY OR SELL ON THIS SITE YOU MUST BE 18 YEARS OLD OR OLDER
This Agreement helps keep this site a safe place to buy and sell. Our site is built on trust, and this Agreement helps promote that trust among all members of our community.
1 This Agreement
This Agreement is a legal document which sets out your rights and obligations, and those of Cellar21 ("Cellar21", "we" or "us"), in relation to the services offered by Cellar21 through the Cellar21.com site (together "Cellar21 Services"). Registration for the Cellar21 Services is free but by registering for the Cellar21 Services you become a Member and agree to the terms of this Agreement, and you re-affirm that agreement every time you use any Cellar21 Services. We recommend that you print out a copy of this Agreement, keep it in a safe place, and consult it whenever you propose to transact through any Cellar21 Services. You should be aware that this Agreement may change from time to time in accordance with clause 1.3 below.
1.2 This Agreement includes:
a) the rules which govern the different types of transaction which can be engaged in using Cellar21 Services ("Transactions"), namely our Auction Rules.
b) our Privacy Policy
c) any terms and conditions or rules of use referred to in clause 3.
Together these contain the whole of the agreement between Cellar21 and you concerning the Cellar21 Services and they replace all earlier agreements and understandings with you.
1.3 Changes to this Agreement:
Cellar21 reserves the right to change this Agreement from time to time, and post the new version on the Cellar21.com site. When we do so, we will notify you of this fact on the main screen (www.Cellar21.com). Any new version of these terms and conditions will take effect, and will govern all activity on or through the Cellar21 Services and the Member's relationship with Cellar21, commencing seven days after the date of such posting (or such later date as Cellar21 indicates in the posting). If you do not wish to be governed by the new version of the Agreement, you may notify us within the above period of seven days, and then from the date when the new version takes effect, you must cease to use any Cellar21 Services. Our Transaction Rules may be changed with more immediate effect, as mentioned in clause 6 below.
2 Place of Performance and Applicable Law
Every Transaction shall be deemed performed in England. You, the user, and we, Cellar21, each submit to the non-exclusive jurisdiction of the English courts in relation to disputes arising out of this Agreement.
3 Additional Services
Cellar21 or its affiliates may offer non-Transaction services or benefits ("Other Services") to Members through the Cellar21 Services from time to time. Your use of those Other Services may be subject to additional terms and conditions, or rules of use, which you must comply with. Provided that those terms or rules are notified to you on the Cellar21 Services, any failure by you to comply with a material provision of the terms or rules governing our Other Services will amount to a material breach of this Agreement.
4 Membership and Registration
4.1 Eligibility for Membership.
Our services are available only to individuals and organisations who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors. If you do not qualify, please do not use our services.
4.2 Registration
You undertake to register for the Cellar21 Services using your correct name, address and any other requested details. For the purposes of a proposed Transaction, you may be asked to enter details of a credit, debit or charge card; in that event, you must ensure that (a) you are fully entitled to use that card both at the time when you enter its details and when you seek to use it, and (b) you have available sufficient funds to cover all charges incurred on it in the course of your activities on the Cellar21 Services. If any of the information you enter becomes incorrect or is superseded, then you must notify Cellar21 with the corrected information in the Member Service area of this site.
4.3 Other conditions
To enter into any Transaction, you must be legally able to enter into contracts for sale or purchase of the Items in question.
4.4 Agency
Members of this website and Cellar21 are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
5 Privacy
5.1 Use of Personal Data:
We will gather, use and disclose personal, contact and payment data you have registered with us in accordance with our Privacy Policy. Cellar21 may use "cookies", or other technical means, to personalise your experience of Cellar21 Services.
5.2 Privacy Policy
Cellar21's Privacy Policy forms part of this Agreement, and by agreeing to these terms and conditions, you also give your consent to the way we may handle your personal data as set out in that Policy. Cellar21 will not use this data for any other purpose or disclose it to any other person, unless you have given your consent to Cellar21 doing so, either during registration or at some other time. We may however, disclose this data without your consent if we are either compelled to do so by law, or in response to a valid, legally-compliant request by a law enforcement or governmental authority.
5.3 Confidentiality by Members
Unless otherwise agreed with Cellar21, you agree not to use any information regarding other Members that is accessible from the Cellar21 Service or disclosed to you by Cellar21 or another Member (for example, using Members' email addresses for the purposes of spamming or harassment) except to enter into and complete Transactions through the Cellar21 Service, or except as otherwise expressly permitted by this Agreement.
6 Auction Rules
You must ensure you understand the way that each of these different kinds of Transaction works on the Cellar21 Services - by reading and understanding the relevant Rules - before you participate in any Transaction of that type. As we develop the services we offer, we may change our Rules from time to time, both to add (or delete) specific types of Transaction, or to alter the way that individual Transactions are conducted. Therefore, you should keep up-to-date with the content of our Rules.
6.1 Relevant Content
The content of statements posted by Sellers in their Listings or otherwise, or by buyers, must be directly relevant to the subject-matter of the Transaction, and not relate to anything else. For example, such statements must not be used as a means of general communication with one or more other Members and may not be used to advertise or promote anything that is not the subject of the specific Transaction. If you include a hypertext link to another site in a Listing, the linked site must satisfy this relevancy test; but in any event, you acknowledge that we will be entitled to remove, or require the removal of, any such links at our discretion.
6.2 Member Ratings
In our Member Ratings service, Members can comment upon the service they have received from other Members in certain types of Transaction. You may only rate Members to whom you have sold Items or from whom you have bought Items. All such ratings must be accurate and fair, and must comply with the requirements of clause 6.5 below.
6.3 Seller's legal ownership
By including any subject-matter in a Listing (an "Item"), you assert that you are legally entitled to pass ownership in that Item.
6.4 Accuracy of Listing
You must accurately describe each Item in the Listing you provide for inclusion on the Cellar21 Services and you are liable for any errors or omissions in your description. Any brand name or other indication of origin or manufacture which you include in the Listing must be completely accurate, and not capable of misleading any Member.
6.5 Prohibitions
As the Seller, you are responsible for ensuring that the sale of any Item, the Listing itself, and all activity or communication (including any posting of a Member Rating) you make in connection with any Transaction will not (a) be capable of infringing the intellectual property or other rights of any person or entity, (b) breach any applicable law, whether criminal, tortuous or otherwise, or (c) be offensive, obscene, pornographic, insulting, false, unreliable or misleading.
6.6 Specific Prohibited Items
By way of expansion upon clause 6.5 above (but without limiting its content), unless you have Cellar21's specific consent to do so, you must not endeavour to buy or sell, or advertise for sale in a Listing, any items in our prohibited items list, which we will update from time to time.
6.7 Correct Use of Categories
You must place a Listing only in the Cellar21 Services category into which the Item in question naturally fits (and not in any other categories). Where appropriate, and subject to the possible payment of additional charges which may be notified to you at the time, you may be permitted to place a Listing in more than one such category.
6.8 Seller's Terms and Conditions
It is the Seller's obligations to communicate to actual or potential buyers all of the contractual terms and conditions which apply to any Transaction.
6.9 Cellar21 Intellectual Property
You acknowledge that all copyright, trade marks, and other intellectual property rights in and relating to the Cellar21 Services are owned by Cellar21 (or its affiliates). You must not use any of those intellectual property rights, or the Cellar21 Services, except to the extent necessary to create Listings, engage in Transactions, and conduct other authorised activities, in the manner anticipated in this Agreement.
7 Fees
The Seller agrees to pay to us the fees we specify for Listings, for their promotion on the Cellar21 Services (if such promotion is requested by the Seller), and for Transactions, plus all taxes applicable at the time of the transaction. Details of our fees are contained, or referred to, in the relevant Transaction Rules. You acknowledge and agree that Cellar21 is entitled to alter the amount or the basis of the calculation of its fees from time to time, provided that such amount or basis is clearly stated at the time when the relevant Listing is created. You are responsible for paying all for all hardware, software, service and other costs you incur to sell, bid, buy, procure a listing from us or access our servers. We may in our sole discretion add, delete or change some or all of our services at any time.
Fees payable for Listings will not under any circumstances be rebated or refunded to the Seller.
We may add new or ancillary services from time to time which require the payment of fees - either to us or a nominated third party - on terms which will be specified at the time such service is made available.
If the Seller does not pay fees on time, we may suspend or terminate (at our discretion) Cellar21 services provided to you; and/or we may charge late payment fees and collection costs of £5.00 per transaction plus interest on the amount owed at a figure equal to the current Bank Of England base rate plus 5%.
8 Tax & Duty
The prices of all Items must be inclusive of VAT, excise duty and customs duty (where applicable).
9 Cellar21's Role
This site is Only a Venue. Our site acts as the venue for sellers to conduct auctions and for bidders to bid on sellers’ auctions. Cellar21 is not and cannot be responsible for the behaviour of, or the Items offered for sale or supply by, the Seller, whether it is an individual or a business. Cellar21 has no control over or responsibility for the quality, safety, or legality of Items, the truth or accuracy of Listings, whether the Seller can or will supply and pass good title to any Item, or whether purchasing Members can or will pay for them. Cellar21 does not pre-screen Listings or Items included in them. Cellar21 is not a party to any Transactions, and only provides the technical means, and a venue, for Transactions to be initiated or conducted. Also, Cellar21 cannot and does not control the completion or validity of Transactions; even though Members are prohibited from doing so, some may provide information, or otherwise behave, in a way that is unreliable, illegal, or in breach of a Members' obligations under this Agreement. Therefore, you should exercise no lesser degree of caution in entering into Transactions - whether as a Seller or buyer - than you would exercise when entering into a similar transaction offline. In addition, note that there are risks of dealing with foreign nationals, underage persons or people acting under false pretence. We encourage you to communicate directly with a trading partner to help you evaluate with whom you are dealing.
9.1 Operation of Cellar21 Services
Cellar21 reserves the right to cancel or withdraw Listings, to close Transactions which are conducted through Cellar21 Services early, to extend them, or to terminate entire services, where we have compelling legal or technical reasons to do so (including technical difficulties experienced by Cellar21, a Seller or on the Internet). Where practical, we shall provide reasonable advance notice to you of any such steps Cellar21 is to take. There may also be times when this site, or others through which Cellar21 Services are offered, become unavailable, whether on a scheduled or unscheduled basis. You acknowledge that we are not contractually (or in any other way) bound or required to make available to you any of the Cellar21 Services, or this or any other site.
9.2 Withdrawal of Listings/Transactions
Each Member acknowledges that we are entitled, but not obliged, to withdraw any Listing or Transaction which appears - based on information received from third parties or other Members - to be in breach of this Agreement.
9.3 Misuse of Cellar21 Services
Cellar21 reserves the right to suspend or terminate any Member's account which is or appears to us to be in persistent or material breach of this Agreement (including, without limitation, through the provision of false registration details or other misuse of Cellar21 Services), and to suspend or withdraw all Listings and Transactions associated with such accounts. Any person who holds such a suspended or terminated account must not re-register for Cellar21 Services without our prior consent.
9.4 Checks of Listings
Cellar21 may from time to time, but has no obligation to, check whether items in any Listing are suspected to have been stolen or of being sold illegally, based on checking against databases maintained by Cellar21 or third parties, law enforcement authorities, or historical data available to Cellar21.
9.5 Concerns about Listings
Each page where a Listing appears includes a facility for reporting to us legitimate concerns you may have about that Listing - in particular, that the Item(s) appearing there may infringe legitimate intellectual property rights, or other applicable laws. We encourage Members to use that facility.
9.6 Liability
To the extent that the law permits, you release Cellar21, its agents and employees from all liability arising out of or in connection with any Listing or Transaction, including (without limitation) all claims and demands relating to Listings, uncompleted or completed Transactions, or Items offered for sale or supply, or actually sold or supplied, through or in connection with any Listing or Transaction.
9.7 Reasonable control
Cellar21 shall not be liable for any failure to perform its obligations under this Agreement caused by matters beyond its reasonable control.
9.8 Maximum liability
Without limiting the preceding clause, the liability of Cellar21 under this Agreement (whether arising in negligence or otherwise) will not under any circumstances exceed the greater of (a) £200, or (b) an amount equal to the sums paid or payable by or to you in the Transaction(s) to which such liability relates, regardless of the cause or form of action. Any statutory rights you may have as a consumer remain unaffected.
9.9 Indemnity
You agree to indemnify Cellar21 against all liabilities, claims and expenses that may arise from any breach of this Agreement by you or through your Cellar21 account.
9.10 Assignment
Cellar21 reserves the right to assign or subcontract any or all of its rights and obligations under this Agreement. If we exercise this right, we shall name the assignee or subcontractor on the main screen (www.Cellar21.com) and you will be entitled to terminate this Agreement immediately. You may not, without the written consent of Cellar21, assign or dispose of this Agreement.
9.11 Severability
In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable.
9.12 Warranty Of Website
Cellar21 and our suppliers provide this website and our services "as is" and without any warranty or condition, express or implied. Cellar21 and its suppliers specifically disclaim the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
10 Auction Rules
These Auction Rules are legally binding, and form part of your agreement with Cellar21. If you participate in an Auction, you are acknowledging that you have read, understood and accept these Auction Rules.
We may change these Auction Rules from time to time, either to add (or delete) specific types of Auction, or to alter the way that individual Auctions are conducted. Therefore, you should keep up-to-date with their content. If you have not often participated in a type of Auction you find on Cellar21, then we encourage you to read these Auction Rules before you take part. Indeed, even if you regularly buy or sell by auction, you should take the time to read them. By taking part in a Auction, you indicate that you have done so.
These Auction Rules should be read in the context of the Cellar21 Terms and Conditions (the "Cellar21 Ts and Cs"). If there are any inconsistencies between them, then the Cellar21 Ts and Cs, which express your rights and obligations more completely, will take precedence over these Auction Rules. Terms used in these Auction Rules have the meaning given to them in the Cellar21 Ts and Cs.
Merchant Partners should note that the content of these Auction Rules do not exclude their contractual obligations under their respective Merchant Partner Agreements.
10.1 Bidding And Buying
Except as stated below, bids placed in all Auctions will be binding. This means that if a bid is placed in an Auction through your Cellar21 account (whether by you or someone who uses that account), the bid may not be withdrawn and is legally binding on you, bids are only retractable in exceptional circumstances such as the seller materially changing the description of the item after your bid or clear typographical errors. If your bid is successful, a contract is automatically created between you and the Seller when the Auction closes.
You must not bid in a way that is manipulative of an Auction. You may not bid in a way that pulls other bidders to their maximum bid, retract the high bid, and then re-bid at a small increment above the legitimate high bidder. If you are the Seller, you may not bid in your own Auction, whether through your own Cellar21 account, or through another Member's account.
Owing to the vagaries of Internet connectivity, it is the receipt by the Cellar21 system of the relevant bid that will constitute the bid, not the dispatch of the bid from the Member's computer or other device. Cellar21 will use its reasonable endeavours to process all bids that are placed, but it does not guarantee that each individual bid will necessarily be submitted.
10.2 Listing And Selling
Listings are text descriptions; graphics and pictures on the Cellar21 website supplied by members of either (a) the text describing the item you are listing for auction or (b) links to the text, graphics and picture(s) describing the item you are listing for auction. Members may post on this site either or both of these listing types, provided that they place such listings in their appropriate category, as we may require.
If a seller receives one or more bids at or above your stated minimum or reserve price, then they are obligated to complete the transaction. Sellers may not email bidders in a currently open auction being run by a different seller, offering similar or the same item at price levels below the current bid (bid siphoning).
The placement through your Cellar21 account (whether by you or someone who uses that account, or by cellar 21 under your instructions) of a Listing of any Items for inclusion in a Auction, becomes legally binding, and may not be withdrawn or changed, after the first bid in that Auction is placed.
Nonetheless, as we state in the Cellar21 Ts and Cs, there may sometimes be circumstances in which we will withdraw a Listing, even during the course of an Auction, which appears to be in breach of those Ts and Cs or these Auction Rules. In that event, we will inform the Seller and, sometimes, where an Auction is being conducted based on that Listing, one or more Members participating in that Auction, of the withdrawal in question.
10.3 Currency
Each Auction is conducted in a sterling, GBP and amounts due are payable in that currency. For your guidance, Cellar21 may provide conversions into other currencies based on the latest information available to it.
While Cellar21 makes reasonable efforts to ensure the accuracy of these conversions, the actual cost to a buyer in his/her own currency will vary according to the exchange rate applied by the buyer's bank or by the issuer of the buyer's credit or charge card. Cellar21 does not take responsibility for any variance between this cost and the quoted conversion figure.
10.4 Fees
The following fees are payable by Sellers:
a) a Listing Fee, which is a fee for each item auctioned regardless of whether the item listed for sale is sold - Details of the current Listing Fees are posted in the Fees section of the Cellar21 website; and
b) a Success Fee, which is a fee for each Auction for which a winning bid is achieved. This success fee is a percentage of the final sale value, including all applicable taxes and duties, of the item or items sold. – Details of the current Success Fees are also posted in the Fees section of the Cellar21 website.
After the Auction has closed, after the winning bid has been submitted or after such other event that triggers payment as stated here, we will charge the relevant fees to the Seller, using the details we hold for the Seller. We reserve the right to charge accumulated fees on a monthly or other regular basis.
Listing Fees will not under any circumstances be rebated or refunded to the Seller.
Success Fees will not be rebated or refunded, unless the Seller shows to our reasonable satisfaction both (a) that the sale of the Item which was the subject of the Auction failed to complete, and (b) that the failure of the sale to complete did not result from any lack of diligence or breach of its obligations by the Seller.
10.5 Types of Bids in Auctions
There are two different ways to participate as a buyer, in an Auction:
An Auction bid. This is the typical method of participating in an auction, where the highest bid at the end of the auction will succeed, subject to certain criteria, which apply to the Auction. One way of placing these bids is to use our Auto Bid function, which allows bids to be placed automatically, using standard bid increments.
In some Auctions, Members can alternatively make a Buy Now! purchase. This will only be possible where the Seller has specified the price (we call it the "Buy Now! price") for which he/she will sell the Auctioned Item outright - as an alternative to waiting to sell to the member who has made the highest bid at the scheduled close of the Auction. Thus a Buy Now! "bid" is, in fact, an agreement on the part of the buyer to purchase the relevant Auction Item for the Buy Now! price. It is not a bid that can be exceeded by another person's bid. Indeed, once a Buy Now! bid is made, the Auction for the relevant Item will close (but see below for what happens where there are multiple Auction Items), and no other Auction bidding on that Item will be possible.
Please read on to find out more about how our Auctions, and these different ways of participating in them, work.
10.6 Auction Procedures
Auctions will generally continue until a specified time, often several days after the start of the Auction. Unless a Buy Now! purchase has been made of the Auctioned Item (see below), it is the highest bid which has been received at the scheduled end time of the Auction which will succeed. We apply auction rules of price first, time second. Some details:
a) The person who bids the highest price wins.
b) Once a Buy Now! purchase is made of an Item, then the Auction of that Item will close - or, where there are multiple Auction Items, the number of Items Auctioned will be reduced by the number for which a Buy Now! purchase has been made. If a Buy Now! purchase is made, then all other bids for the Auction Item in question will lapse. The previous highest bidder for the Auction Item in question will be notified by email that the Item has been sold to a Buy Now! purchaser.
c) If there is a tie as to the price bid, then the first bid to be received on the Cellar21 system wins.
d) If more than one attempt to Buy Now! is made for any Auction Item, then it will be the first such Buy Now! purchase received by the Cellar21 system which will succeed.
e) If there are two or more Auction Items, each of which is subject to separate bidding, and a Buy Now! purchase is made of one of them, then (i) it will be the Item with the highest then-current bid, or (ii) if more than one Auction Item has the same then-current bid, the Item with the most recent bid, which will be deemed to have been bought by the Buy Now! purchaser. The Cellar21 Member who made that bid will be notified by email that the Item has been sold to a Buy Now! bidder; that bid (and all others for the Item in question) will have lapsed.
10.7 Auto Bid
Bidders should be aware that in any particular Auction, updated bids from members who use the Auto Bid facility will be deemed to have been made at the same date and time when their first bid in that Auction was received by the Cellar21 System. This rule is particularly important in a multiple Item Auction, in determining which particular Item has been purchased by a Buy now! bid (where the Items are subject to bids at the same price).
10.8 General Auction Rules
Members should be aware of the following general rules.
a) In the absence of a Buy Now! purchase being made, the winning bid in any Auctions will be the highest bid which meets any express conditions, if they exist, of the relevant Auction.
b) Cellar21 reserves the right, with or without notice to the bidder/Seller, to remove any bid which appears to Cellar21 to be frivolous or to breach these Auction Rules or the Cellar21 Ts and Cs.
c) If a bid is followed by a higher bid by another bidder that is later removed by Cellar21 for any reason during the course of an Auction, the Seller is entitled to accept the higher bid.
d) However, all unsuccessful bids lapse after closure of the relevant Auction, or a Buy Now! purchase being made for the Auction Item in question.
10.9 Some Specific Auction Rules for Sellers
As a Seller in any Auction on the Cellar21 Service, you have certain obligations:
You will provide a Listing, which must be accurate and legal;
a) You must be entitled to sell, and provide to the buyer, the Items you are putting up for Auction;
b) You must accept that you are bound by the Listing to sell the Items which are the subject of the Auction - unless you are a Merchant Partner and have an agreement with Cellar21 which permits you to accept non-binding bids - at the price of the lowest applicable bid or at the Buy Now! price you have provided;
c) You must not try to sell any prohibited Item, as specified in the Cellar21 Ts and Cs and the Prohibited Items list.
d) You should only place a Listing for an Auction on a country-specific Cellar21 Service where you are registered with Cellar21 and where the Items which you are putting up for Auction are based unless there is a legitimate commercial justification for placing your Listing on a Cellar21 Service aimed at another country. Cellar21 reserves the right to remove a Listing if it appears that there is no such justification.
11 Use Of The Cellar21 System
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of this site or any auction being conducted on it. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose.
