Terms & Conditions for Professionals

These Terms govern professional purchases from VENAKKI LIMITED through PortugueseWhisky.com and all direct ordering channels. Professional purchases are final once the Contract is formed under clause 4. There is no change-of-mind cancellation, exchange or return of unsold stock, except with our written agreement. Rights arising from defective or incorrect goods, non-delivery, our breach or mandatory law remain available. By ordering after receiving these Terms, the customer confirms that it has read, understood and accepted them.

1 Scope and professional capacity

1.1 These Terms apply worldwide to products offered through PortugueseWhisky.com or expressly supplied under these Terms through another channel, including sales to retailers, wholesalers, importers, distributors and hospitality businesses. Orders may be placed through the website, email, telephone, WhatsApp, social platforms or other agreed means. The same Terms apply to direct orders once properly communicated and accepted; a website account is not required.

1.2 A professional customer purchases in the course of its business, trade, craft or profession. These Terms do not govern purchases legally made as a consumer, free samples without a sale, or intercompany transactions governed by separate agreements. A professional label alone does not determine a customer's legal status.

1.3 The customer must provide accurate legal, tax, billing, delivery and licensing details, identify its authorised representative and notify material changes. Representatives ordering alcohol must be at least 18 and meet any higher applicable age requirement. The customer must hold the licences required for its activities and prevent unlawful supply to minors. Account approval does not guarantee stock, credit, exclusivity or future supply.

2 Contractual principal and the appointment of KDD

2.1 Every contract governed by these Terms is between the professional customer and VENAKKI LIMITED, incorporated in the Hong Kong Special Administrative Region, Business Registration No. 59509516000, with registered office at Unit 506, 5/F, New World Tower 1, 18 Queen’s Road, Central, Hong Kong SAR (the “Seller”, “we”, “us” or “our”; internally “KKHK”). PortugueseWhisky.com is owned and operated by VENAKKI LIMITED.

2.2 VENAKKI LIMITED appoints KARALLO DUNORT DISTILLING LDA., Portuguese tax number 516996240, at Lote 87, Rua D, Zona Industrial, 2090-242 Alpiarça, Portugal (“KDD”), to perform specified fulfilment, invoicing, payment-collection, dispatch, returns and local operational functions on its behalf. KDD's geographical remit and assigned functions are determined for each order under VENAKKI LIMITED's instructions. Customer-facing order documents identify the relevant collection, delivery and operational arrangements.

2.3 Within its appointment, KDD may communicate quotations and confirmations, administer these Terms, request payment and supporting documents, coordinate carriers, handle claims and process authorised refunds or credits on VENAKKI LIMITED's behalf. Contract variations, concessions and settlements require appropriate authority. KDD's appointment does not confer an unrestricted right to vary the Contract or pursue proceedings in its own name.

2.4 KDD may prepare, issue or administer invoices and related documents as authorised and permitted by the applicable fiscal rules. Where authorised payment instructions direct payment to KDD, cleared funds received by KDD constitute payment to VENAKKI LIMITED and discharge the customer's corresponding obligation to that extent. Invoicing, collection, dispatch or handling a return by KDD does not, by itself, make KDD the seller or replace VENAKKI LIMITED as contractual principal.

2.5 KDD remains responsible for obligations imposed directly on it by tax, excise, customs, licensing, product-safety and other applicable laws. VENAKKI LIMITED remains responsible for its own contractual obligations, including performance carried out through its appointed representatives to the extent required by law. This appointment does not exempt either entity from its own legal responsibilities.

2.6 THE HOUSE OF VENAKKI, VENAKKI DISTILLERY and House brands are institutional, divisional or trade identities. They do not merge the separate legal personalities of associated entities or create a guarantee by the Founder, shareholders, officers or other House companies. The website Structure statement is read consistently with the express appointment in this clause; responsibility follows the Contract and applicable law.

3 Communication and contractual precedence

3.1 The complete applicable Terms must be supplied or made readily accessible before the Contract is formed, with a reasonable opportunity to read them, retain a copy and seek clarification. Website acceptance may be recorded through an unchecked acceptance box; direct-order acceptance may be recorded by email, message, signed quotation or payment following adequate prior communication. An invoice or receipt alone cannot introduce previously undisclosed conditions retrospectively.

3.2 Mandatory law prevails. Subject to it, the order of precedence is: specifically negotiated written agreements; the accepted order summary or quotation; the identified price list and its transaction-specific commercial conditions; and these Terms. Clauses 5.7 and 16 replace inconsistent standard wording about resale prices in a price list incorporated into a new Contract under these Terms. Existing negotiated agreements retain their agreed effect.

3.3 Customer purchase-order conditions, procurement policies, penalties, listing fees or deductions bind us only if expressly accepted in writing by an authorised representative. Receipt, silence, payment processing or fulfilment does not itself accept conflicting customer terms. The parties should resolve material discrepancies before confirmation. Correspondence and electronic records may evidence agreement without displacing legal rules on proof.

4 Quotations and order confirmation

4.1 Catalogues and price lists invite enquiries and orders, subject to availability. A final quotation, proforma or order summary must identify the products, quantity, price and taxes, delivery basis and charges, payment schedule and applicable Terms. Its stated validity applies; where none is stated, confirmation of availability and price is required before payment.

4.2 For the standard cash-on-order process, a final payment request issued after commercial and availability checks constitutes our offer unless it expressly states that further acceptance is required. Receipt of the requested full payment, or the expressly agreed deposit, in cleared funds within the offer's validity confirms the order and forms the Contract. A card authorisation or transfer receipt is not cleared payment. This mechanism also applies to direct orders.

4.3 Where checkout or a provisional payment request expressly reserves acceptance, the customer submits an offer and the Contract forms on our written acceptance or dispatch confirmation. An automated acknowledgement alone is not acceptance. We must decide within the stated or a reasonable period and promptly return sums for an order we decline. An unsolicited, insufficient or late payment does not secure unconfirmed stock or expired prices.

4.4 For authorised credit orders, the Contract forms on our written acceptance or dispatch confirmation unless another mechanism is expressly agreed. Finality under clause 12 begins when the Contract forms, even if payment is due later. Special deposit or production arrangements must identify the stages, amounts and due dates.

4.5 Before formation, we may decline an order or correct a genuine price, tax, freight or description error. Material changes require the customer's agreement. After formation, changes require agreement or a legal entitlement; these Terms do not authorise unilateral repricing or cancellation of an accepted order merely because a price list changes.

5 Prices quantity bands and commercial conditions

5.1 Prices are in euros unless otherwise agreed. Professional prices exclude VAT unless expressly stated. The order documents must identify the applicable excise status and any packaging or other separately charged items. Recommended consumer prices are reference figures, not the professional purchase price.

5.2 The website Trade Professionals pricing programme is intended for professional customers in mainland Portugal and mainland Spain. Its duty-paid offers include the alcohol excise applicable to the specified destination, with fiscal marks where required, as confirmed for that order. Portuguese duty payment or stamps do not establish Spanish compliance. Orders requiring a different fiscal route need a specific quotation. VAT is charged or accounted for under the rules applicable to the transaction; the customer's address alone does not determine its treatment.

5.3 Trade quantity bands apply per product reference unless the applicable offer expressly permits aggregation. Single bottles may be available at the stated unit band; complete cases may attract a different unit price. Purchases across different references, releases, dates or customers are not combined to obtain a band without written agreement.

5.4 International distribution and export prices are available on request. The relevant list determines product-specific minimum quantities, case sizes, quantity bands and fiscal and delivery conditions. International distribution normally requires complete cases and does not offer loose bottles unless expressly agreed. Domestic distribution, including any published single-bottle band, remains governed by its applicable offer. A negotiated allocation or MOQ waiver prevails for the stated customer and period.

5.5 “In bond”, “no excise”, “no VAT” or similar price labels describe the intended supply basis, not an unconditional exemption. Duty suspension, VAT exemption or another relief applies only when its legal conditions and documentary requirements are met. Destination import charges are excluded unless expressly included. The customer must obtain the current applicable list; lists may change for future orders without individual advance notice, subject to a firm offer's validity and existing Contracts.

5.6 The confirmed order must state actual bottle and case quantities; pallet configurations vary by product and packaging. Inconsistent case and bottle totals must be reconciled before confirmation. Indicative stock figures, internal cost models and historical lists are not commitments to supply. Past prices, discounts, samples, free freight or exceptional concessions do not create an ongoing entitlement. No retrospective price matching, marketing contribution or promotional reimbursement is due without agreement.

5.7 The House's value proposition rests on quality, rarity, presentation and product integrity. Routine promotional discounting is not our sales policy; published trade and volume prices remain valid commercial price bands. Customers must preserve accurate, responsible presentation under clause 16. Recommended resale prices are non-binding. Each independent reseller determines its resale prices and discounts, and we do not condition supply or commercial benefits on adherence to a recommended or minimum resale price.

6 Transport and delivery terms

6.1 EXW Alpiarça is the normal quotation basis for international export offers unless the applicable offer states otherwise. The exact named collection point and Incoterms® 2020 rule must be identified in the final order. The bare label “ex-works” in a product price list does not override an agreed delivered price, website parcel service or express DDP arrangement. Quoted product prices exclude separately disclosed transport, special packaging and insurance unless included in the offer.

6.2 For eligible PortugueseWhisky.com standard parcel orders, published free-delivery thresholds are over €50 to the Iberian Peninsula and over €200 to mainland Europe. The destination, eligible service and qualifying goods subtotal, including its VAT treatment, must be shown in checkout or the quotation. Shipping does not count towards the threshold. An “over” threshold excludes an order exactly at that amount. These benefits do not automatically apply to separately quoted international distribution or pallet consignments.

6.3 Below the relevant threshold, delivery is chargeable at the amount disclosed for acceptance. Email, telephone or social-platform ordering does not itself confer free transport. The actual charge, or an expressly agreed calculation method where a final figure is not yet available, must be communicated before confirmation. Islands, customs clearance, express services, pallets and special appointments may require a separate agreed charge.

6.4 Where a current offer states DDP Portugal or another delivered basis, that specific condition governs the accepted order. The named destination and tax treatment must be confirmed. A separately stated net price does not itself alter the delivery obligations of the agreed Incoterm. Any departure from that rule must be express and agreed before formation.

6.5 Collection, loading, export clearance, carriage, insurance and import clearance follow the agreed delivery rule and mandatory law. EXW does not authorise release of alcohol without required excise or customs formalities. Where the practical arrangement requires us to load or clear goods for export, the final offer must expressly allocate those duties or adopt an appropriate alternative such as FCA. Freight assistance alone does not amend an agreed risk-transfer point.

7 Payment and credit

7.1 Cash on order and cleared payment before dispatch are the default, subject to expressly agreed credit terms. The 50/50 payment arrangement is reserved for full-container orders, which may require dedicated bottling or production: the first 50% is payable to confirm the order under clause 4, and the remaining 50% is payable on delivery. The order must identify the agreed delivery event and place at which the balance falls due. Lead time is agreed individually for each order, taking account of the required production, bottling and logistics; no standard production period is imposed by these Terms. Agreed bank and currency charges borne by the customer must not reduce the amount due.

7.2 Payments must use the beneficiary and reference in authenticated instructions from VENAKKI LIMITED or its authorised representative. Unexpected changes should be verified through an established contact. Pay undisputed sums when due and identify any genuine dispute promptly. A complaint or chargeback does not itself cancel a valid debt; statutory withholding, set-off, retention and other non-excludable rights remain available.

7.3 Lawfully overdue sums may attract the applicable commercial late-payment interest, recovery compensation and reasonable recoverable collection costs. We may suspend further performance for non-payment where the Contract and law permit, giving any required notice and opportunity to remedy. Future credit limits may be reviewed on reasonable grounds; accepted due dates cannot be changed retrospectively without agreement or legal entitlement.

8 Availability and product information

8.1 Supply depends on confirmed availability. Limited editions, vintages, allocations and single-cask releases do not create a continuing supply obligation or entitlement to a replacement release. Product descriptions must accurately identify material specifications, including volume, alcohol strength and any age or origin statement. Tasting notes are subjective; images are illustrative except where an appearance or presentation is expressly agreed as material.

8.2 Natural colour, sediment and sensory variation inherent in the described product are not alone defects. A specification cannot be changed merely by calling it natural variation. Material substitutions require consent. Regulatory or minor packaging changes may be made only consistently with the agreed description and applicable law.

8.3 Quoted lead times are estimates unless expressly guaranteed. Pre-orders and production orders must identify their estimated release and payment stages. If agreed goods cannot be supplied, we propose an agreed alternative or refund the amount attributable to the unfulfilled supply, without prejudice to other applicable remedies. Partial deliveries and additional freight require agreement.

9 Delivery instructions and collection delays

9.1 The customer must provide a lawful accessible address, contact, opening hours and any appointment, unloading or access restrictions before confirmation. A fixed delivery date or time binds us only when expressly accepted. Carrier estimates do not guarantee a delivery hour. Delivery or collection evidence may include a signed record or another reliable carrier record, subject to lawful challenge.

9.2 Reasonable documented costs caused by incorrect customer instructions, unjustified refusal, missed agreed appointments or customer-requested redirection may be charged under the agreed conditions. We must mitigate loss and cannot charge the customer for our own failure. Buyer-imposed delivery penalties require express written acceptance.

9.3 If collection is delayed, we notify the customer and allow a reasonable collection period. Storage, rehandling or redelivery charges require an agreed basis and must be reasonable and evidenced. Suspension, termination or lawful disposal of uncollected goods requires any notice and safeguards applicable to the circumstances; delay does not automatically forfeit payments or goods.

10 Risk insurance and ownership

10.1 The expressly agreed Incoterm governs transfer of risk within its scope. Without such a rule, risk for a Seller-arranged parcel delivery passes on physical delivery to the customer or its authorised recipient; for customer collection or an independently appointed customer carrier, it passes on handover. Mandatory rules prevail. Risk transfer does not excuse inadequate packaging or a defect attributable to us before that point.

10.2 Ownership passes only on full payment for the relevant goods and their delivery or identification and unconditional appropriation to the Contract, whichever occurs later, to the extent permitted by law. Until then, the customer must exercise reasonable care and preserve identification. Any permitted resale, security or recovery arrangement must comply with local property and insolvency law; no unlawful entry or repossession is authorised.

10.3 A deposit, allocation or pre-order does not itself convey ownership of a cask, maturing stock or warehouse inventory. Such rights require an express separate arrangement. Insurance is provided only where included by the delivery rule or expressly agreed; otherwise the party bearing transit risk should arrange suitable cover.

11 Inspection and claims

11.1 Inspect quantities, references, seals and visible condition promptly on receipt. Where possible record loss or damage with the carrier, retain packaging and provide photographs, batch details and delivery records. Notify apparent discrepancies promptly, preferably within two business days; notify hidden defects promptly after discovery and within applicable legal periods.

11.2 The preferred reporting period assists investigation and carrier recovery. Missing it, failing to mark a delivery note or lacking photographs does not automatically extinguish rights that cannot lawfully be excluded. Preserve affected goods safely, stop onward supply where a safety or authenticity concern exists, and allow reasonable inspection. Evidence and causation determine the claim; signing for receipt alone is not conclusive acceptance of hidden defects.

12 Final purchases and cancellation

12.1 Once the Contract is formed under clause 4, professional purchases are final. There is no contractual right to change-of-mind cancellation, exchange, sale-or-return, refund of unwanted goods or return of slow-moving or unsold stock. Consumer cooling-off rights are not offered to business purchases. Changed demand, resale difficulties or disagreement with previously agreed freight do not create a cancellation entitlement.

12.2 An exceptional cancellation or return requires our prior written agreement specifying the goods, deadline, condition and any reasonable attributable costs. Deposits are credited against amounts properly due; they are not automatically forfeited as a penalty. Bespoke production costs must have an agreed basis. Nothing in this clause removes remedies for our breach, defective or incorrect goods, non-delivery or another mandatory ground.

13 Remedies returns and credits

13.1 An established failure attributable to the Seller is remedied under the Contract and applicable law. Depending on the circumstances, this may involve replacement, correction, price reduction, refund or termination. We may propose a proportionate lawful remedy but do not have exclusive authority to determine the customer's legal rights.

13.2 Obtain return instructions to ensure the correct address and traceability. Goods returned for our failure are handled at our expense where required by law; agreed discretionary returns are at the customer's agreed cost and risk. The procedure does not obstruct urgent safety action or mandatory remedies. KDD may administer returns, refunds and credits within its appointment.

13.3 Credits require an established adjustment or written agreement and compliant fiscal documentation. A credit request or customer debit note does not itself establish entitlement. A courtesy settlement does not admit liability unless expressly stated; the parties must expressly agree any release of claims. An issued fiscal document is corrected through the lawful correction process.

14 International taxes and regulatory compliance

14.1 Before confirmation, the parties must establish destination, delivery rule, duty-paid or duty-suspended status, importer and consignee roles, and required licences, labels, fiscal marks and documents. The customer is responsible for requirements applicable to its own importation, receipt, storage and resale. We do not undertake to advise on every destination's rules; this does not displace our or KDD's own mandatory obligations or express undertakings.

14.2 Duty-suspended or intra-EU commercial movements may require authorised operators, EMCS documents, guarantees and reports of receipt. Goods may be held pending the necessary information and lawful release conditions. VAT relief and export treatment require the applicable eligibility and evidence; a foreign address or VAT number alone is not a guarantee of relief.

14.3 The customer bears destination duties, taxes and clearance costs assigned to it by the accepted order and law. DDP or another express Seller undertaking prevails within its scope. The customer must promptly supply accurate supporting records and must not request undervaluation, false descriptions or avoidance of legal controls.

14.4 We may refuse an unlawful order or suspend unlawful performance and notify the reason where permitted. Consequences for an accepted Contract follow clause 19 and applicable law. The customer is responsible for reasonable evidenced loss caused by its inaccurate declarations or compliance breach, to the extent attributable to that breach; no charge transfers our own fault or allows double recovery.

15 Storage traceability and product safety

15.1 Store goods securely in appropriate conditions, protecting them from excessive heat, direct sunlight, contamination and damage. Preserve seals, batch codes, labels and traceability records. Do not refill, dilute, adulterate, counterfeit or misrepresent origin, age, strength, edition or provenance. Repacking or relabelling requires any legally necessary permission and must preserve mandatory information and authenticity.

15.2 Notify safety concerns promptly, isolate affected stock and cooperate with proportionate lawful recall or withdrawal instructions and competent authorities. Maintain the supply-chain records required by law. Recall costs follow responsibility, contractual allocation and mandatory law. Product liability is not automatically transferred to the customer.

16 Reseller status and protection of the brand

16.1 A purchase does not appoint the customer as agent, exclusive distributor, official representative or territorial partner. Those relationships require a separate written agreement. No ownership of House names, trademarks, designs, photographs or other intellectual property is transferred. Use authorised materials or other content lawfully usable for resale, and do not register confusing domains, accounts or marks or imply an endorsement that has not been granted.

16.2 Present products accurately and responsibly. Do not make false awards, origin, age or health claims, conceal authenticity information, use misleading promotional comparisons or present unauthorised material as official House communication. Reasonable written brand guidelines apply to licensed assets within their lawful scope. Legitimate criticism and legally required disclosures are not prohibited.

16.3 Persistent material harm arising from misleading presentation, misuse of intellectual property, compromised product integrity or unlawful marketing may justify proportionate corrective action or review of future supply under clause 19. Independent lawful resale prices or discounts alone are not grounds for enforcing a minimum price. Channel, territory or exclusivity restrictions require a separate lawful agreement; these Terms do not impose a general ban on passive or online sales.

17 Liability and allocation of loss

17.1 Nothing excludes or limits fraud, intentional misconduct, gross negligence, non-excludable personal injury or property-damage liability, mandatory product liability, or any other liability or remedy which the applicable law does not permit to be excluded. These safeguards also apply to acts of representatives and auxiliaries for which we are legally responsible.

17.2 Subject to clause 17.1 and applicable reasonableness requirements, contractual compensation covers direct foreseeable loss caused by our breach. Indirect or consequential loss, lost profit, business opportunity and goodwill are excluded only where lawfully excludable. For ordinary negligence or another lawfully limitable breach, aggregate contractual damages for an affected order are capped at its total agreed price, where lawful and reasonable. Legally due refunds, price reductions and other non-excludable remedies are not extinguished by that cap.

17.3 The customer is responsible for reasonable evidenced losses, including substantiated third-party claims, caused by its unlawful resale, inaccurate instructions, negligent handling or unauthorised alterations, in proportion to its responsibility. No indemnity covers our own fault or non-excludable duties. The affected party must notify relevant claims, permit reasonable participation in their defence and mitigate loss; settlements binding the other party require its consent, not unreasonably withheld.

17.4 KDD's own liability, if any, for its local acts follows applicable law and is distinct from VENAKKI LIMITED's contractual liability. Neither the appointment nor the House identity creates automatic joint liability or guarantees. The customer cannot recover the same loss twice.

18 Events beyond reasonable control

18.1 A party affected by an event beyond its reasonable control must notify the other promptly, explain the effect and take reasonable mitigating steps. Examples may include a natural disaster, binding official prohibition or major transport interruption, where they actually prevent performance. Lack of funds, ordinary demand changes or an avoidable compliance failure do not alone qualify.

18.2 Performance is excused or deferred only to the extent and for the period justified by the event, Contract and law. The parties should agree a revised timetable. If performance becomes impossible, or material interruption continues for more than 30 days after notice, either party may terminate the affected unperformed part by written notice, subject to earlier mandatory rights and any specifically agreed alternative. Sums attributable to unperformed supply must be refunded; payment for properly supplied goods remains due.

19 Suspension and future commercial relations

19.1 We may decline new orders and discontinue discretionary future dealings on lawful grounds. There is no automatic obligation to renew an allocation or relationship. This does not cancel accepted Contracts or override a separate distribution agreement, required notice, compensation or other mandatory protection.

19.2 Material breach, overdue payment or a substantiated legal or product-safety risk may justify proportionate suspension or termination of an existing Contract. Give written reasons and a reasonable remedy period where required and practicable; immediate action may be taken where necessary to prevent unlawful or unsafe performance. Account suspension does not erase valid claims, refunds or accrued obligations. Resale-price freedom under clauses 5.7 and 16 remains preserved.

20 Communications privacy and confidentiality

20.1 Send order enquiries, complaints and notices to This email address is being protected from spambots. You need JavaScript enabled to view it., identifying the order. KDD operational correspondence may also use This email address is being protected from spambots. You need JavaScript enabled to view it.. Formal service must comply with applicable law and any agreed notice requirements. Telephone or social-platform arrangements should be confirmed in a retainable written record. Receipt and effectiveness follow law; silence is not deemed acceptance of a new obligation.

20.2 Personal data is handled under the applicable privacy notice and law. Necessary transaction information may be provided lawfully to carriers, payment providers, customs and professional advisers. Non-public negotiated prices and material expressly disclosed in confidence must be protected and used for their intended business purpose. This does not restrict required disclosure, protected reporting, professional advice or the lawful exercise of rights.

21 Governing law and jurisdiction

21.1 These Terms and each Contract with VENAKKI LIMITED, including related non-contractual claims to the extent a valid choice is permitted, are governed by the laws of the Hong Kong Special Administrative Region. The parties agree to the exclusive jurisdiction of its courts, subject to clause 21.3. The United Nations Convention on Contracts for the International Sale of Goods is excluded to the extent that exclusion is valid.

21.2 Performance, invoicing or collection through KDD does not itself change the agreed governing law or constitute VENAKKI LIMITED's voluntary submission to another forum. VENAKKI LIMITED reserves its lawful jurisdictional objections. Lawful interim protective measures or recognition and enforcement of a judgment may be sought in a competent court without waiving the agreed forum for the merits.

21.3 These choices do not displace overriding mandatory law, non-excludable remedies or jurisdiction rules that cannot validly be excluded, and do not bind regulators exercising statutory powers. Their validity and effect remain subject to applicable conflict-of-laws and procedural rules. The parties may seek an agreed written resolution of a dispute without delaying protective action or a legal time limit.

22 Versions language and general provisions

22.1 This revision takes effect only after approval and publication, for Contracts to which it is properly communicated and accepted. The applicable version must be identifiable and retainable. New versions apply to future Contracts; an existing Contract changes only by agreement or operation of law. No publication retrospectively changes an earlier order.

22.2 English, Portuguese and Spanish versions are intended to have the same meaning. Where legally permissible, English is the reference text for resolving an inconsistency, unless a different contractual language is expressly agreed. This does not override mandatory interpretation rules or excuse a misleading translation. No party has exclusive authority to interpret the Terms.

22.3 An invalid provision is severed only to the extent legally possible without defeating the Contract's essential purpose; applicable law supplies any necessary replacement. Delay in exercising a right is not a waiver. Assignment of a Contract or delegation of obligations requires lawful authority and any necessary consent; KDD's express appointment remains as stated in clause 2. No third party obtains a contractual enforcement right except by express agreement or mandatory law.