1.1 The following terms and conditions apply to all orders placed with and goods supplied by Vintners New Zealand Limited (Vintners”).
1.2 Notwithstanding clause 1.1, Vintners may by written notice to the Customer alter or replace these terms and conditions. All orders placed subsequently by the Customer shall be upon the altered or replaced terms and conditions.
2. Prices and Orders
2.1 All prices are exclusive of GST unless otherwise stated. The Customer shall pay GST in addition to the price quoted.
2.2 Every attempt will be made to supply goods at the price quoted, however prices are subject to change without notice and the price will be the price ruling at the time of dispatch.
2.3 No order shall be binding on Vintners until accepted in writing by Vintners or a person authorised on its behalf.
3.1 Payment is due in accordance with the terms set out in the Customer’s account application or if no such terms are stipulated by the 20th day of the month following the date of purchase. Payment is to be made without deduction or set off in cash, or by credit card as stipulated in the Customer’s account application.
3.2 Where any payment is not made on the due date, then without prejudice to any other rights or remedies available to Vintners under these terms and conditions or at law or in equity or otherwise Vintners may:
3.2.1 Charge interest, by way of liquidated damages, on all overdue accounts at the rate of 2% per month calculated on a daily basis from the date on which payment was due until payment is made;
3.2.2 Withhold deliveries or cancel undelivered orders or portions of such orders, retain as liquidated damages any moneys paid by the Customer and sue the Customer for damages;
3.2.3 Cancel any other order or contract or arrangement between Vintners and the Customer or suspend the performance of such order, contract or arrangement pending payment without being liable to the Customer for any losses of any kind that it might suffer.
3.3 The Customer shall upon demand reimburse Vintners for all costs (including legal costs on a solicitor/client basis), expenses or other sums incurred by Vintners in the recovery of the moneys due and/or the goods, which sum shall also carry interest at the rate specified in clause 3.2(a) if unpaid within one calendar month of demand having been made.
3.4 Vintners shall be entitled to apply or appropriate any payments to any account of the Customer. Should the Customer have a number of accounts Vintners may combine any accounts and offset any amount between accounts.
3.5 Vintners reserves the right to impose a credit limit at any time, which may be altered or withdrawn at Vintners’ discretion with effect from the date that Vintners notifies the Customer of such change.
3.6 If at any time it deems the credit of the Customer to be unsatisfactory Vintners may require security for payment and may suspend performance of its obligations under the contract until the provision of sufficient security. All costs and expenses of, or incurred by, Vintners as a result of such suspension and any recommencement shall be payable by the Customer upon demand.
4. Delivery and Returns
4.1 The time stated for delivery is an estimate only and shall not be of the essence to the contract. Unless Vintners has agreed to deliver the goods to the Customer’s premises, Vintners delivery obligations shall be limited to making the goods available at Vintner’s premises. Where Vintners has agreed to deliver the goods to the Customer’s premises, the Customer shall ensure that the carriers will have uninterrupted access to the Customer’s premises to enable the goods to be delivered by the carriers. Where the goods are not collected by the Customer within seven days of notification that the goods are available for collection or, where the goods are to be delivered to the Customer’s premises and access is not provided to the carriers the Customer shall pay Vintners upon demand such amount calculated by Vintners as will compensate Vintners and the carriers for wasted time and expenditure and any storage charges.
4.2 Where Vintners has agreed to deliver the goods to the Customer’s premises Vintners will pay transportation costs for orders of $150.00* or more, where the delivery is within the metropolitan areas of Auckland Hamilton, Wellington, Christchurch and Dunedin. Where delivery is made to all other areas, Vintners will pay for transportation costs for orders of three 9L cases or more. Orders that do not meet the above are subject to a charge of $7.50* per 9L case for North Island and $9.00* per 9L case for South Island. These rates are subject to change.
4.3 The Customer will promptly check for correctness of deliveries made by Vintners. No liability will be accepted for any shortages, breakages, or defective goods unless Vintners is notified in writing within 24 hours of delivery. Returns will only be accepted within one month from the date of invoice and must be accompanied by the invoice.
4.4 Orders may not be cancelled and goods returned for credit except in accordance with clause 4.3.
4.5 Vintners reserves the right to refuse goods for credit if the goods are not of a merchantable quality. Merchantable quality is defined by but not limited to goods that have been refrigerated, stored in ice or water, have label or closure damage: do not contain the specified product & volume.
4.6 A collection charge of $25 will apply for all non delivery issue related stock returns.
5. Risk and Ownership
5.1 Risk in any goods supplied by Vintners to the Customer shall pass when the goods are delivered to the Customer or into custody on the Customer's behalf and it shall be the Customer’s obligation to insure the goods from that time.
5.2 Title to and ownership of the goods shall not pass to the Customer until all moneys payable to Vintners (whether for the goods or otherwise) have been paid by the Customer in full. Until title in the goods passes to the Customer, the Customer must:
5.2.1 Keep the goods in good condition;
5.2.2 Keep the goods fully insured to their full replacement value against all risks;
5.2.3 Not encumber the goods in any way;
5.2.4 Hold and keep the goods separately from other property in the possession of the
Customer and in a manner which enables the goods to be easily identifiable as goods supplied by Vintners.
5.3 If the Customer resells the goods or any of them before payment is made the Customer shall hold the proceeds of resale of the goods or any of them in trust for Vintners and account to Vintners for all moneys owed by the Customer to Vintners. If the Customer resells the goods or any of them so as to create a debt owed to the Customer, the Customer hereby assigns all legal and equitable title to that debt to Vintners and the Customer hereby irrevocably appoints Vintners as its attorney with all powers permitted by law for the purpose of effecting any such assignment and recovery of any such debt in the name of the Customer for the benefit of Vintners.
5.4 Vintners shall be entitled to repossess all goods which it claims belongs to it at any time without notice and for such purpose it shall be lawful for Vintners and/or its agent to enter any premises where such goods are or are believed to be and to remove such goods. The Customer hereby indemnifies and agrees to hold harmless Vintners against any damage howsoever caused in relation to such entry and removal including consequential loss or damage to any third party or to the Customer.
6. Personal Property Securities Act 1999
6.1 The Customer acknowledges that Vintners holds a “security interest” in the wine and branded material and any money proceeds from the sale of the said goods pursuant to Section 17 of the Personal Property Securities Act 1999 (“the PPSA”) and that Vintners may register a financing statement in respect of the said goods and any sale proceeds (together with any other goods and any sale proceeds of those goods) in accordance with the provisions of the PPSA.
6.2 The Customer waives its rights to receive a verification statement in respect of any financing statement or financing change statement registered by Vintners under clause 6.1.
7. Branded Material
7.1 Vintners may from time to time loan marketing and promotional materials accessories and products bearing brands exclusively marketed through Vintners to the Customer. The Customer shall use such materials and products only to serve or promote the product associated with that brand. If any such materials or products require replacement or renewal of parts during the time it is in possession of the Customer, then the Customer will pay the costs of the renewed or replaced parts whether or not the need for renewal or replacement arises during the course of normal use and general wear and tear or arises as a result of misuse by the Customer. Vintners may demand return of any such materials and products at any time. The Customer will pay for any materials and products not returned to Vintners.
8. Warranties and Liabilities
8.1 Save for any warranties and conditions conferred in writing by Vintners on the Customer in relation to particular goods sold by Vintners to the Customer, Vintners makes no representation and gives no assurance, condition or warranty of any kind to the Customer (including any assurance, condition or warranty implied by law to the extent that the assurance, condition or warranty can be excluded) in relation to the goods and accepts no liability for any assurance, condition, warranty, representation, statement or term not expressly set out in these terms and conditions. The Customer specifically acknowledges that where it is acquiring the goods for business purposes the provisions of the Consumer Guarantees Act 1993 are excluded.
8.2 Vintners will replace with reasonable despatch any defective goods subject to compliance by the Customer with the provisions of clause 4.3.
8.3 The benefit of any warranties and conditions conferred by Vintners on the Customer are personal to the Customer and are not assignable.
8.4 Vintners shall not be liable to the Customer or any other person for any indirect or consequential loss or damage of any kind arising out of defective goods or any breach by the Company of its warranties or conditions or obligations under these terms and conditions or negligence or otherwise. Regardless of the legal basis of any claim, Vintner’s maximum liability to the Customer under any circumstances is limited to a sum not exceeding the invoiced value of the goods.
9.1 The Customer authorises:
9.1.1 Vintners to obtain any information concerning the Customer's affairs that Vintners deems necessary.
9.1.2 Any reputable credit agency and any other person to provide Vintners with any information which Vintners regards as relevant to the Customer’s credit activities and credit worthiness.
9.1.3 Vintners to provide to any credit reporting agency and any other person any information about the Customer’s credit activities and credit worthiness.
9.1.4 Vintners to utilise any information provided by the Customer for the purpose of marketing its goods or services.
9.2 To the extent required under the Privacy Act 1993 the Customer is entitled to have access to and to request correction of personal information concerning the Customer which has been collected by Vintners.
10. Force Majeure
10.1 Vintners shall not be responsible to the Customer for failure to perform any of its obligations due to causes beyond its control including work stoppages, fires, civil disobedience, riots, rebellions, acts of God and similar occurrences. In such circumstances Vintners shall have the right at its discretion to delay the performance of its obligations until such causes cease or to cancel the whole or any part of the contract without incurring any liability to the Customer.
11. Governing Law
11.1 Vintners and the Customer both acknowledge that these terms and conditions, and any agreement agreed in writing between the parties which expressly refers to these terms and conditions, contain the entire understanding and agreement between them and that there have been no representations made by either party to the other except as expressed in these terms.
11.2 If any provision of these terms is found to be invalid, void, illegal or unenforceable; the validity, existence, legality and enforceability of the remaining provisions will not be affected.
11.3 These Terms and Conditions are governed by the laws of New Zealand.