Collection: 2024 Cask Programme

1. DEFINITIONS AND INTERPRETATION

1.1 In this document, the following words and terms shall have the following meanings: “Brand” means any and all intellectual property rights subsisting in or pertaining to the Product and any name, logos, packaging, design and/or any aspect of the get-up, look and feel of the Product in whatever form we may apply from time to time;

“Cask” means (i) a First Fill Ex-Bourbon barrel with an approximate filling level of 200 bulk litres, or (ii) a First Fill Ex-Sherry cask with an approximate filing of 250 bulk litres as specified in the Order Form;

“Contract” means the contract, comprising the Order Form and these Terms and Conditions, entered into between you and us for the supply of Product;

“Filling Date” means the date on which your Cask (or Casks) is filled with Product; “Invoice” has the meaning given to it in clause 2.2;

“Order” means the order for the Product, the details of which are contained in the Order Form and any acceptance provided by us;

“Order Form” means the order form in the style attached to the Cask Offer Prospectus in terms of which you make an order to purchase the Product;

“Price” means the price for the Product as set out in the Order Form, which includes all insurance and storage charges for the first ten years of storage (which period, for the avoidance of doubt, shall start on the Filling Date) but excluding any costs of delivery, other overheads, packing, loading, carriage and all taxes and duties of any kind;

“Product” means the whisky products identified in the Order Form, which shall, for the avoidance of doubt, only include the actual liquid stocks and not any casks or containers in which we may store the Product from time to time;

“Regulations” means the 2009 Scotch Whisky Regulations as amended, modified or restated at any time;

“Terms and Conditions” means these terms and conditions; “us”, “Uilebheist”, “we” means Glen Mhor LTD, trading as Uilebheist Brewery & Distillery a company registered under company number 03535589 whose registered office is at First Floor Templeback, 10 Temple Back, Bristol, BS1 6FL and “our” shall be interpreted accordingly; and “you” means the buyer or person from whom the Order Form is received and “your” shall be interpreted accordingly.

 1.2 Unless the context requires a different interpretation, the following rules shall be used to interpret these Terms and Conditions: (a) the word “including” means “including but not only”; (b) a reference to a “Clause” is to the relevant Clause of these Terms and Conditions, unless otherwise stated; (c) the headings in these Terms and Conditions do not affect the meaning of the Clauses.

1.3 In the event of any conflict or inconsistency between them, the terms of these Terms and Conditions will take precedence over any other terms purported to apply to the Contract and shall take precedence over any terms set out in any order or other document purported by you to apply

1.4 Any references to any Scottish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court official or any legal concept or thing shall in respect of any jurisdiction other than Scotland, be deemed to include what most nearly approximates in that jurisdiction to the Scottish legal term.

1.5 In the event these terms are translated from English into another language which gives rise to a conflicting interpretation of this Contract, the English language shall take precedence.

1.6 Unless expressly provided otherwise in this agreement, a reference to writing or written includes fax and email.

2.1 We agree to sell and you agree to buy the Product for the Price on the terms set out herein.

2.2 On receipt of your Order Form, we shall issue you with an invoice, and covering letter, for the Price plus any VAT payable thereon (an “Invoice”).

2.3 You agree that you shall pay amounts owing under the Invoice within the period set out in the Invoice and you acknowledge that all payments must be received by us prior to filling of your Cask(s). If you have not paid the Invoice within the period required we shall be entitled to treat your Order as rescinded and any confirmation of that Order by us as cancelled and we shall have no further responsibility to you under the Contract.

3.1 On receipt by us of your payment in full, we shall fill a Cask (or, where more than one Cask has been purchased, the appropriate number of Casks as detailed on the Order Form) with Product from the next available batch of Product.

3.2 As of the date of production of these Terms and Conditions, the first available batch of Product is anticipated to be available in 2024/2025. We will use reasonable endeavours to ensure that your Cask (or Casks) is filled at the earliest opportunity, however, the availability of Product is subject to change. We offer no warranty or guarantee as to the date upon which Product will become available to be filled into Casks.

3.3 Upon receipt of payment in full, a receipted Invoice shall be issued to you.

3.4 Until such time as Product becomes available and your Cask is filled, any payment made to us will be treated as a “Loan” from you to us (the “Loan”).

3.5 No interest shall be payable by us on your Loan.

3.6 On the Filling Date, at the point when Product is filled into your Cask (or Casks), your Loan will be immediately treated as payment in full for the Product. Your rights in respect of the Loan shall be extinguished as at the Filling Date.

3.7 In the event that the Filling Date has not occurred by 31 December 2023, you shall be entitled to demand repayment of the Loan. You shall not be entitled to demand repayment of the Loan before that date.

3.8 Ownership of the Product will not pass to you until the Filling Date when a stock certificate (as detailed below) will be issued to you. Until that time you will be an unsecured creditor of Glen Mhor Ltd and will have no title or right to any Product or other stocks owned by us.

3.9 Upon filling of your Cask (or Casks), a stock certificate and a display certificate detailing the Cask number(s), capacity (expressed in litres of pure alcohol), strength and Cask type will be produced in your name and issued to you.

3.10 In the event that a suitable Cask (or Casks) is unavailable at the time of filling, we will contact you to confirm other available cask types and agree with you the type to be used. If we are unable to contact you, having used reasonable endeavours to do so, we will select a suitable alternative and advise you of the same.

3.11 We will fill your Cask to capacity at 63.5% alcohol by volume.

3.12 We shall retain your Cask on our site or such other place as we, in our absolute discretion, deem appropriate for the in-cask maturation of the Product. The storage site may not necessarily be in our warehouses but will be at a suitable location in Scotland (in accordance with the Regulations).

4.1 For a period of 10 years from the Filling Date we shall insure your Cask(s) on our Group Policy. The cost of such insurance is included in the Price. You shall be obliged to inform us of any change of address in order for us to keep Storage and Insurance records up to date.

4.2 In the event that you wish to store your Cask(s) for a period in excess of 5 years from the Filling Date you will be required to pay to us an annual storage and insurance fee at a rate to be determined by us (acting reasonably) for each additional year of storage.

4.3 You acknowledge and agree that at no time will you obtain any rights in the Cask (or Casks) itself and that all right, title and risk in the Cask(s) shall remain ours. In the event of complete or substantial loss of or damage to your Cask(s), we shall endeavour to offer you a replacement of the nearest available cask in terms of type, product and distillation date.

5.1 By your acceptance of these Terms and Conditions, you irrevocably and unconditionally agree not to bottle any Product held in your Cask(s) before the 5th anniversary of the Filling Date.

5.2 From the 5th anniversary of the Filling Date onwards, you shall be entitled to bottle your Product (subject always to the Regulations.

5.3 If you elect to bottle your Product, in whole or in part, upon the expiry of the minimum five year term from the Filling Date, we shall use reasonable endeavours (i) to put you in contact with an appropriate bottling company who can handle your bottling requirements, and (ii) facilitate the movement of your Cask(s). All bottling costs (including costs incurred in moving the Cask(s) and any extra warehousing charges) will be solely at your expense. You shall be responsible for making all arrangements for the bottling of the Product.

5.4 If you undertake to partially bottle your Product with that portion of the Product not bottled remaining in the Cask, we shall not be obliged to accept re-delivery of the Product and, if the Cask is stored at a Warehouse other than our own following said partial bottling, you will be obliged to pay us a cask rental fee of at the prevailing rate at the time of re-warehousing.

5.5 If you undertake to partially bottle your Product with that portion of the Product not bottled remaining in the Cask, we shall not be obliged to accept re-delivery of the Product and, if the Cask is stored at a Warehouse other than our own following said partial bottling, you will be obliged to pay us a cask rental fee of at the prevailing rate at the time of re-warehousing..

6.1 You are prohibited from using the expressions “Uilebheist Distillery” and “Uilebheist Single Malt Scotch Whisky” and all associated logos and devices which are the property of Uilebheist when labelling your product, unless expressly permitted by us in writing.

6.2 You may use the phrase “Single Malt Scotch Whisky distilled at Uilebheist Distillery” on the labels of the bottles exclusively containing the Product but in a manner in which the phrase is no more prominent than the principal or other brand featured on said label. You may not use that phrase in relation to Product blended with other whisky, or in relation to any other spirits or products, goods or merchandise.

6.3 Any label must be submitted to us in writing prior to any bottling taking place. Approval of any such form of label shall be at our absolute discretion.

6.4 By designing and using a label, you accept responsibility for ensuring that such label complies with the Regulations and does not in any way infringe any existing trademark, copyright or other intellectual property rights and you will indemnify us against all claims, losses, damages and expenses which may be incurred by or levelled against us in connection with any actual or purported breach of the Regulations or infringement of any trademarks, copyright or other intellectual property rights resulting from the use of such label.

7.1 After the minimum 4-year period, we will offer to purchase your Cask at the prevailing market rate, being the rate that we purchase whisky of a comparable age and value in the three-month period preceding the offer.

8.1 After bottling, you will be liable for UK duty and VAT at the prevailing rate at the time of bottling unless you can arrange for shipping to a bonded warehouse either within or outside of the UK.

8.2 You must settle all duty and VAT amounts and arrange for the shipping of your bottles within one month of bottling completion.

8.3 Where you choose to ship your bottles to a destination outside the UK, it shall be your sole responsibility to make all necessary arrangements for the importation of whisky into the country in question, to make payment of all applicable duties and levies and to ensure compliance with all rules in respect of labelling.

8.4 You will indemnify us against all claims, losses, damages and expenses which may be incurred by or levelled against us in connection with any failure or purported failure by you to comply with the provisions of Clause 8.1 to 8.3 inclusive in respect of the Product.

9.1 Once your Cask(s) has been paid for, and has been filled, you will be entitled to visit your Cask by appointment only on not less than five business days’ notice. We will use our best endeavours to accommodate visitation requests but reserve the right to refuse or reschedule a visitation as a result of business needs. To arrange to visit your cask(s) email us at: casks@uilebhesit.com

9.1 Subject to the discretion of the Head Distiller, you shall be entitled to obtain one 200ml sample from your Cask(s) per calendar year once they are filled. This option is subject to payment by you of all delivery charges, postage, packing and a reasonable administrative charge to be advised by us, such payment not exceeding £50 per sample.

10.1 You acknowledge and agree that there will be a loss of both alcohol and volume while the Product matures in your Cask(s), which loss occurs as a result of absorption into the wood of the Cask and as a result of natural evaporation. Whilst the amount of loss might fluctuate, we anticipate that this may amount to up to 2% loss per annum. We accept no liability for any loss of alcohol or volume occurring in this manner.

10.1 After five years of maturation, the anticipated outturn from a 125L cask is approximately 161 x 70cl bottles at 46% ABV. However, you acknowledge that the outturn from a cask cannot be guaranteed and may fluctuate.

11.1 You warrant and represent to us that you have complied, are complying and will comply with current HMRC regulations applicable to a contract of this nature, including, inter alia, the Warehouse keepers and Owners of Warehoused Goods Regulations 1999 (SI 1999/1278), and that:

11.2 You are a private customer who is purchasing the product for private, non- commercial use; or

11.3 You are a UK based Revenue Trader and are already registered as an Owner of Warehoused Goods in the UK; or

11.4 You are an overseas Revenue Trader and have appointed, or will appoint, a UK Duty Representative.

11.5 You acknowledge and agree that it is your responsibility to understand and thereafter comply with the requirements of HMRC as regards the purchase of the Product from us.

11.6 You acknowledge and agree that the approximate filling level of the Cask(s) are a guideline only, that each cask will have a slightly different capacity and that we cannot guarantee any minimum amounts of fillings.

11.7 Nothing in the Contract will grant you any rights in or licence to the Brand or any of our intellectual property rights.

11.1 You may not assign, nor create a charge or other encumbrance over, any of your rights or obligations under the Contract without our prior written consent. Where we agree to the assignation by you of any of your rights or obligations under the Contract, any new owner or assignee must agree, by written acknowledgement, to be bound by these Terms and Conditions.

11.2 You must inform us of any change of name or address. In the event that we are unable to contact you (having used reasonable endeavours to do so) on the expiry of five years from the Filling Date, we reserve the right to sell the Product and to hold the proceeds on your behalf after deduction of sale costs and any other costs which we may incur from warehousing or otherwise storing the Product.

13.2 Ownership in the Product shall not pass to you until all amounts owing to us in respect of the Product have been paid to us in full and the Product has been filled into your Cask (or Casks).

13.1 Risk in the Product shall pass to you at the point of collection by you or your nominated representative or carrier from us.

14.1 Nothing in the Contract shall exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or any other liability which may not be excluded by applicable law.

14.2 Subject to Clause 14.1 and save as otherwise provided in these Terms and Conditions, we shall not be liable for: (a) loss of profits; (b) loss of business; (c) depletion of goodwill or similar losses; (d) loss of anticipated savings; (e) loss of use; (f) loss or corruption of data or information; or (g) any form of indirect, special or consequential loss whatsoever or howsoever caused.

14.3 Subject to Clauses 14.1 and 14.2, our entire liability under or in connection with the Contract shall be limited to an amount equivalent to the Price.

15.1 Any written notice to be made under or in connection with the Contract shall be made in English. Any such notice to ourselves will be served at the address aforementioned and any such notice to you will be served to the last known address which we have on record for you which initially, shall be that which you provide to us in the order form.

15.2 We shall not be liable for any delay in performing our obligations under the Contract where such delay is caused by circumstances beyond our reasonable control.

15.3 The Contract does not create a partnership or joint venture between the parties to it, nor authorise either party to act as agent for the other.

15.4 No amendment of the Contract will be effective unless it is in writing and signed by us.

15.5 If any provision (or part of a provision) of these Terms and Conditions should be found to be invalid, unlawful or unenforceable by a court having proper authority, or if the law changes so that it becomes invalid, unlawful or not enforceable to any extent, then this Clause will apply and the provision (or part affected) will be treated as having been deleted from the remaining Terms and Conditions which will otherwise remain in full force and effect.

15.6 We will not be treated as having: (a) waived a right or remedy arising under the Contract or otherwise in law; and/or (b) elected to abandon a right or remedy arising under the Contract or otherwise in law; and/or (c) where applicable, thereby affirmed the Contract; except if and to the extent that we have expressly documented such waiver or election (and any resultant affirmation) in writing and signed and delivered such waiver or election (and any resultant affirmation) to you.

15.7 The Contract constitutes the entire agreement between you and us in relation to its subject matter and supersedes any prior arrangement, understanding or agreement between them in relation thereto and sets forth the full extent of our obligations and liabilities in respect of the Product.

15.8 To the fullest extent permitted by applicable law, we hereby exclude any conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, as being binding on us except as specifically stated in these Terms and any condition, warranty or other term concerning the Product which might otherwise be implied into or incorporated within the Agreement, whether by statute, common law or otherwise, is expressly excluded.

15.9 You acknowledge that in entering into the Contract, you have not relied on any statement, representation, warranty, undertaking or other assurance given or made by any person (whether a party to the Contract or not) other than as expressly set out or referred to in the Contract. You hereby waive all rights and remedies howsoever arising which, but for this Clause, might otherwise be available to you in respect of any such representation, warranty, undertaking or other assurance.

15.10 Nothing in these Terms and Conditions is intended to or will be construed as limiting or excluding any liability for fraud or fraudulent misrepresentation.

16.1For UK tax payers, UK Capital Gains Tax is not applicable on the purchase of bulk whisky as whisky is regarded as a “tangible”, “movable” and “wasting” asset. Whisky purchased in cask for personal use, as gifts for family, friends etc. should therefore be exempt from Capital Gains Tax. We do not, however, make any representations or guarantees in respect of exemption or otherwise from Capital Gains or any other form of personal tax and you should consult your own independent financial advisors, tax advisors or solicitors in connection with such matters.

17.1The Contract (and any non-contractual disputes or claims) shall be governed by the law of Scotland and the parties agree that the Scottish courts will have the exclusive authority to settle any dispute arising out of or in connection with the Contract (and any non-contractual disputes or claims).