This Document sets out the legal terms and conditions (the “Agreement“) on which Pure Spirits Inc. (the “Company“) will process the cask purchase order form (the “Order“) attached to this Agreement and submitted by the undersigned (the “Purchaser“). The Agreement will apply to any contract between the Company and the Purchaser for the processing of the Order and the storage of the purchased spirit(s) and cask by the Company (the “Contract“). Please read this Agreement carefully and make sure that you understand it before submitting an Order. Please note that in order to submit an Order, you will need to sign the Agreement to confirm you have understood and are in agreement with its provisions. If you refuse to accept the Agreement, you will not be able to proceed with the Order.

1. ENTIRE AGREEMENT
   • This Agreement constitute the entire agreement between us in relation to your You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which Is not set out in the Agreement and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
2. CONTACT INFORMATION
   • The Company. The Company is a company registered In Its registered office is at 162 Argyle Ave. Delhi, Ontario, Canada, N4B 1J7. Any reference to the Company in this Agreement shall mean the Company as well as any company that Is a holding company, subsidiary company, or other body corporate which is part of the Company’s group, or any subcontractor or associate of the Company, to the extent that any obligations of the Company in this Agreement need to be performed by such other company.
   • How To Contact the Company. The Purchaser can contact the Company by telephoning its customer service team at +1 (000) 000-0000 or +1 (000) 000-0000 or by writing to the Company at 162 Argyle Ave. Delhi, Ontario, Canada, N4B 1J7 or by email: info@norfolkreserve.com
   • How the Company May Contact the Purchaser. The Company may contact the Purchaser by telephone or by corresponding with the email address or postal address provided in the order form.
3. THE ORDER
   • Acceptance of the The Company shall not be deemed to have accepted the Order until such time that it provides email correspondence to the Purchaser confirming that the Order has been accepted and setting out the duration of time for which the Product will be stored (the “Order Acceptance Notice“). Notwithstanding the above, the Agreement shall remain in full force and effect prior to the Company’s acceptance of the Order, and the Purchaser agrees to be bound by the obligations set out therein, including but not limited to the Purchaser’s obligation to submit the Order together with the applicable cask fee. For greater certainty, the Contract will not come into existence until such time that the Order Acceptance Notice has been provided to the Purchaser.
   • Rejection of the Order:

If the Company is unable to accept the Order, it will inform the Purchaser in writing and shall remit the applicable cask fee paid by the Purchaser. No additional interest or fees of any kind shall be owing by the Company to the Purchaser.

4. BASIC AGREEMENT AND PAYMENT
   • Purchase Price. In consideration of the Company:

• Filling a cask with the spirit of the Purchaser’s preference as set out in the Order (that cask and its contents hereinafter referred to as the “Product“);
• Granting the Purchaser beneficial ownership of the Product, subject to the Agreement; and,
• Arranging insurance and storage of the Product at a distillery/ bonded warehouse of the Company’s choosing in Canada (the “Bonded Premises“) for a period of up to twenty (20) years (the “Maturation Period“) commencing on the date the Product is distilled and stored;

The Purchaser agrees to pay the purchase price associated with the Order (the “Purchase Price“). Any HST applicable to the Purchase Price shall be paid by the Purchaser. The Purchase Price shall be submitted to the Company concurrently with the placement of the Order.

• Distillation and Storage of the Product. Upon receipt of the Order, the Company shall have a period of forty-five (45) Business Days within which to fill the Cask. (“Business Day” shall mean a day which is not a Saturday or a Sunday or a public holiday In Canada). For greater certainty, an Order shall only be deemed to have been accepted once the Company has filled the Cask.

5. LEGAL AND BENEFICIAL OWNERSHIP OF THE
   • Subsequent to the Company acceptance of the Order, the Purchaser shall become the registered owner of the Product and hereby appoints the Company to hold the Product in trust for the Purchaser.
   • The Company shall not sell, transfer, charge or otherwise deal with the Product except pursuant to the Agreement or as expressly directed and approved by the Purchaser.
6. STORAGE
   • The Product will be stored at the Bonded Premises for a period of up to twenty (20) years commencing on the date of the fill of the casks (the “Storage Period“). The Company reserves the right to move the Product to another Bonded Premises for the purposes of storage. In the event that the Product Is moved to another Bonded Premises the Company shall notify the Purchaser of the new location of the f the Purchaser chooses to take possession of the Product prior to the expiration of the Storage Period, the Purchaser shall not be entitled to any reduction of the Purchase Price or refund of any kind except as provided for in the Agreement.
   • The Purchaser agrees to give ninety (90) days prior written notice to the Company if it intends to move or take possession of the Product prior to the completion of the Storage Period (the “Early Possession Notice“). Upon receipt of the Early Possession Notice, the Company shall be permitted to refund the Purchase Price to the Purchaser and retake legal ownership of the Product.
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8. TAX
   • You shall be liable for all and any taxes (including but not limited to capital gains tax) arising in connection with the sale or disposal of the Cask, its removal from the Bonded Premises and/or any other applicable taxes in relation to your ownership beneficial or otherwise of the Cask. The Company shall not be liable for any such taxes or costs howsoever arising and you agree to promptly reimburse us in the event that we pay any such amounts in respect of the Cask, along with our reasonable costs relating thereto. Any taxes arising from the sale or resale or otherwise with respect to the Cask are the responsibility of the Purchaser.

9. CASK YIELDS
   • The Purchaser hereby acknowledges that a natural process of evaporation will occur during the Maturation Period leading to a reduction in the overall yield by approximately two percent (2%) per year as well as a corresponding decrease in strength. Net cask yields following the Maturation Period will therefore vary, and the Company makes no representations or warranties with respect to the exact yield of the Product upon the expiration of the Maturation Period, nor shall it be liable for any such natural evaporation, leakage or any losses arising therefrom.

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14. EXPIRY OF STORAGE PERIOD
    • Upon the expiry of the Storage Period, the Company shall take reasonable steps to make the Product available to the Purchaser for pick-up. If the Purchaser wishes to keep the Product in storage at the Bonded Premises after the expiration of the Storage Period, it shall first notify the Company of its intention to do so, in writing and at least six (6) months prior to the expiration of the Storage Period (“Additional Storage Notice“). The Company shall be under no obligation to accept the Additional Storage Notice, but shall notify the Purchaser in writing of its acceptance or non-acceptance of the Additional Storage Notice. For greater certainty, and to the extent permitted by applicable law, additional fees may become payable by the Purchaser to the Company in respect of any storage beyond the expiry of the Storage Period.
    • In the event that the Purchaser does not take possession of the Product within three (3) months after the expiration of the Storage Period, or else if the Purchaser fails to take possession of the Product within three (3) months after the expiration of the date set out in an approved Additional Storage Notice, the Company reserves the right to terminate the Order, retake legal ownership of the Product, and retain the Purchase Price to the extent it is permitted to do so by applicable law.

15. INTENTIONALLY DELETED
16. LEGACY PROVISIONS
    • To the extent that the Purchaser is purchasing the Product for or on behalf of another person (a “Beneficiary“):
      • The Purchaser warrants and undertakes that they are doing so in compliance with all applicable laws and that the Beneficiary can legally purchase and consume alcohol;
      • The Purchaser shall be responsible for any payments, costs, charges, expenses on behalf of the Beneficiary as applicable; and
      • The Purchaser shall undertake to ensure that the Beneficiary observes and complies with the provisions of the Agreement as reasonably required, including but not limited to any information or documents required under clause 2, and shall further undertake to have the Beneficiary execute a copy of this Agreement and be bound thereby.
    • The Purchaser, its legal representative (whether next of kin or otherwise) and / or its estate (as appropriate) shall indemnify and hold harmless the Company, and keep the Company indemnified in full and on demand from and against all losses, costs and expenses arising out of any failure by the Purchaser (or its legal representative or your estate) or its Beneficiaries to comply with this Agreement.
    • Any Beneficiary who wishes to assert title over the Product or communicate with the Company directly or on their own behalf must execute and agree to be bound by this Agreement.
17. DOCUMENTATION REQUIRED IN FURTHERANCE OF THESE TERMS
    • The Company may reasonably require certain information from the Purchaser in order to accept the Order, including but not limited to, Know Your Client (KYC) and Anti-Money Laundering (AML) If the Purchaser fails to provide this information within a reasonable time after the Company’s request thereof, if the Purchaser provides incomplete or incorrect information, or if the Company determines in its sole discretion that the documentation provided gives rise to a concern with respect to the Purchaser, the Company reserves the right to terminate the Order and refund the Purchase Price paid by the Purchaser. The Company shall not be held liable in the event that the Purchaser’s failure to provide such documentation within a reasonable time results in the late fill of the casks.

18. TERMINATION BY PURCHASER
    • In the event that:
      • The Company informs the Purchaser about an error in the price or deception of the Product
      • The there is a risk that supply of the Cask maybe significantly delayed because of events outside our control;

then the Purchaser shall be permitted to terminate the Order by providing written notice of its intention to terminate within thirty (30) days of the notice of error, insufficiency, or delay by the Company, and all of the rights, interests, and obligations of the parties shall thereafter be terminated. Said notice, as well as the grounds for termination, are to be sent to the Company by email at info@norfolkreserve.com or by post at 162 Argyle Ave. Delhi, Ontario, Canada, N4B 1J7. 18.2  Any payments made by the Purchaser to the Company up to the date of termination shall be forfeited by the Purchaser and no further liability with respect to the Cask or any funds paid to the Company shall be claimed by the Purchaser.

19. TERMINATION BY COMPANY

• Without limiting any of the Company’s other termination rights set out herein, the Company may terminate the Order immediately upon providing written notice to the Purchaser, if:
  • The Purchaser has failed to pay any amount owing pursuant to the Order or the Agreement;
  • The Purchaser fails to provide the Company with any requested documentation that may be required in order to meet regulatory requirements within a reasonable time;
  • The Purchaser breaches any provision of the Agreement or any warranty provided therein.

and all of the rights, interests, and obligations of the parties shall thereafter be terminated, subject to clause 18.2.

• In the event that the Company chooses to terminate the Order, the Purchaser will be liable to pay any charges that have been incurred by the Company as a result of the circumstances leading to the termination. This is without prejudice to any other rights or actions that the Company may have against the Purchaser as a result of any breach of the Agreement.

20. THE COMPANY’S RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY THE PURCHASER

• .1 References to liability in this Agreement include every kind of liability arising under or in connection with the Agreement including liability In contract, tort (including negligence), misrepresentation, restitution or otherwise.
  • The Company shall not be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit or any indirect or consequential loss arising under or in connection with any contract or agreement between the parties including but not limited to loss of profits, loss of savings or anticipated savings, sales, business, loss of business opportunity or loss or damage to reputation or goodwill or losses that are not foreseeable by the Company.
  • Unless required otherwise by law, the Company’s total liability to the Purchaser for all losses arising under or in connection with this Agreement, whether in contract, tort (Including negligence), breach of statutory duty or otherwise shall be limited to the Purchase Price paid by the Purchaser less any costs or fees owed by the Purchaser to the Company.
  • Nothing in this clause 20 shall limit the Purchaser’s payment obligations under the
  • The only person that may enforce this Agreement or the Contract against the Company is a counter-signatory to the

• The Purchaser shall not be entitled to seek recovery more than once in respect of the same type of loss or subject

• Unless the Purchaser notifies the Company in writing that you intend to make a claim in respect of an event within the notice period, the Company shall have no liability for that The notice period for an event shall start on the day on which the Purchaser became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
• Except as expressly stated in this Agreement, the Company does not make any representations, warranties or undertakings in relation to the Product.
• The Company will not be liable or responsible for any failure to perform its obligations under the Agreement if such failure is caused by an event outside of the Company’s control unless it has been willfully negligent or has materially breached any duty owed to you under this Agreement or by virtue of any other duty imposed by
• An event outside the Company’s control means any act or event including but not limited to: strikes, lock–outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, pandemic, epidemic or other natural disaster, price fluctuations of any kind, changes to law, government policy changes, or government restrictions, or failure of public or private telecommunications networks, bank transfer times, any disruption of, or interruption to, our facilities or any services such as services provided by the Company’s sub- contractors or suppliers.
• If an event outside the Company’s control takes place that affects its ability to perform its obligations pursuant to the Agreement:
  • A representative of the Company will contact the Purchaser or their appointed nominee as soon as reasonably possible; and
  • the Company’s obligations under the Contract will be
  • Where the event outside the Company’s control affects its observance of the Agreement, the Company will restart observance as soon as reasonably possible after the event outside its control is
• If an event outside the Company’s control continues for longer than three (3) months, then either the Company or the Purchaser can terminate the Order and this Agreement by providing written

21. USE OF PERSONAL INFORMATION
    • The Company will only use the Purchaser’s personal information as set out in its privacy policy and otherwise in accordance with its legitimate business interests or as required by it in furtherance of the Agreement which shall include but not be limited to sharing personal information with any company that is a holding company, subsidiary company, or other body corporate which is part of the Company’s group, or any subcontractor or associate of the Company to the extent that any obligations of the Company need to be performed by such other person.
22. TRANSFER AND ASSIGNMENT OF RIGHTS

22.1 The Company may transfer its rights and obligations under the Agreement to another person or organization at any time in its sole discretion. 22.2 The Purchaser may only transfer its rights and obligations to the extent permitted by law, and only after the Company consents to such transfer in writing. Any attempt to assign any of the rights, duties or obligations of the Purchaser without the prior written consent of the Company is void and of no effect.

23. UPDATES TO THE TERMS

23.1 The Company may update or amend the Agreement at any time in line with updates to its business practices and policy and I or because of changes to any applicable law that affects the Company, and the Purchaser shall be notified of any material changes to the Agreement thirty (30) days before they take effect and may request an updated copy of the Agreement.

24. COUNTERPARTS
    • This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one
25. NO PARTNERSHIP OR AGENCY

• Unless expressly stated otherwise, nothing in this Agreement 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 another party, or authorise any party to make or enter into any commitments for or on behalf of any other Unless otherwise disclosed in this Contract, each party confirms it is acting on its own behalf and not for the benefit of any other person.

26. SEVERANCE
    • If a court finds part of this Agreement illegal or otherwise unenforceable the rest will continue in Each of the paragraphs of this Agrement operates separately. If any court or relevant authority decides that any of them are unlawful the remaining paragraphs will remain in full force in effect.
27. DELAY
    • Neither the failure by the Company to insist upon strict adherence to any of the terms of this Agreement on any occasion nor any delay in taking steps against the Purchaser in respect of any breach of the Agreement shall be considered a waiver thereof of the Company’s rights, nor shall deprive the Company of its right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
28. APPLICABLE LAWS AND JURISDICTION
    • The terms of this Agreement are governed by Canadian Law and the courts of Canada shall have exclusive Jurisdiction over any dispute or claim (Inciud1ng non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.