Wineries portfolio

Terms and Conditions of trade

MINIMUM ORDER QUANTITIES

Apply to purchases which include the following lines: Table wines & spirits - 1 carton or 9 litres.

PAYMENT TERMS

Net all purchases and allied services - Payable by the 14th day of the month following the month of purchase
Payment to ‘the company’ (Premium Regional Wine Agencies Pty Ltd) shall be made in cash with the customer's order unless the customer completes ‘the company’ application for credit and ‘the company’ approves the customer's current credit rating, whereupon full payment for all invoiced items shall be made by the fourteenth day of the month which immediately follows the month in which the goods have been delivered to the customer. Full terms and conditions of sale and supply of services apply as per ‘the company’s’ price list and as per reverse of all invoices and as per account application for credit forms, however, the price list will always take precedence. Cheques and payments shall be made payable to ‘the company’. Payments by cheque shall not be deemed made until the cheques have been cleared.

CLAIMS

All goods will be at the customer's risk ex-warehouse unless delivery is arranged on behalf of customer by ‘the company’ as per conditions re prices (refer later on) in which case ‘the company’s’ risk will cease at the customer's premises. In order to recognise a claim for damage or loss during transport by ‘the company’ carriers, ‘the company’ must be notified at the time of delivery. Claims of any other nature will not be accepted unless made within 24hrs of delivery.

CHANGE OF OWNERSHIP

The customer agrees to notify ‘the company’ in writing of any change to ownership of the customer within 7 days of such change, and indemnifies ‘the company’ against any loss or damage incurred by it as a result of the customer's failure to notify ‘the company’ of any change.

OVERDUE ACCOUNTS

Notwithstanding other relevant finance charges (see below), if the customer fails to make payments on the due dates, ‘the company’ may, in addition to taking any other action: (a) charge interest on all overdue payments at two percent (2%) per month from the due date until the date of payment, and (b) suspend all further delivery of goods or further performance of any other contract with the customer.

PRICES

Prices for goods and allied services are subject to alteration without notice. The wholesale dozen price excludes WET but includes certain services costs for freight and finance but not all recoveries, which are recovered in the LUC price. The LUC price includes the cost of all goods and services as well as WET. All wines, spirits and allied services are subject to GST and Wine Equalisation Tax on wine only. Delivery, handling and finance services will be to the customer's account such costs having been met by ‘the company’ on behalf of the customer. These costs will be the subject of a separate but optional contract, fees for which are included in the composite invoice price as well as in the wholesale and LUC prices. These services will be taken to apply unless the customer advises to the contrary. Freight, handling and finance fees (where applicable) are equal to 3.95% of the LUC price plus GST and other cost recoveries unless otherwise agreed upon. These fees are, for administrative purposes , determined on an equalisation basis. Where the customer elects to opt out of services, the customer must advise ‘the company’ beforehand so that arrangements can be made for reasonable access for the customer to pick up and pay for the goods at ‘the company’ warehouse. In these circumstances the above service charges will not apply and accordingly will be deducted off the full price of goods and services. There will be no extra charge for freight over and above the freight and handling fees included in the LUC or wholesale price referred to above where delivered inside the metropolitan area and in the country area for minimum quantities of 5 cartons.

RETENTION OF PROPERTY

Property in goods sold by ‘the company’ will not pass to the customer until the earlier of:- Payment in full of the price inclusive of any GST; and sale by the customer to a bona fide purchaser in the ordinary course of the customer's business. The above retention of title clause is subject to the following conditions:-(i) The customer, for the purposes of preserving ‘the company’ interests, will on receipt of its goods ensure such goods are kept separate from that stock fully paid ("the other stock") where the customer has clear property or title in the goods. (ii) Such demarcation of stocks shall continue until ‘the company’ stock has been fully paid for by the customer. (iii) Subsequently the customer can transfer goods separately held to the "other stock" when the goods are fully paid for. (iv) All "unpaid" stock will not only be kept separate by the customer from the "other stock", but also sufficiently identified to enable the ‘the company’ to readily repossess such should the customer no t fulfil the terms for full payment within the required time. (v) In the event ‘the company’ goods are ordered and delivered to the customer's premises and then subsequently mixed in with the 'other stock", the customer will forfeit ownership in the "other stock" and title will revert back to ‘the company’ for such stock until full payment is received by ‘the company’."

SECURITY FOR PAYMENT

This clause will only apply to present or future goods sold by ‘the company’ to the customer which are in the possession or control of the customer and in respect of which property has passed to the customer ("the customer's goods"). The customer charges its right title and interest in the customer's goods in favour of ‘the company’ with due and punctual payment by the customer of all indebtedness (present or future, actual or contingent) of the customer to ‘the company’.

PROMOTIONAL AND BONUS GOODS

All goods (including bonus goods) provided in samples, tastings or exhibitions or in promotional campaigns (hereafter referred to as 'promotionals') in any form provided directly or indirectly to customers for their own use or as giveaways or own sale are sold in conjunction with product invoiced, notwithstanding any reference to or otherwise in customer orders. The cost of promotionals, unless otherwise agreed, shall be included in the selling price of any goods invoiced. Invoices for specified orders shall be issued by ‘the company’ showing a composite price for the products, including the cost of any promotionals provided. There is no requirement to itemise separately the consideration for the promotionals, nor make any specific reference in invoices or in any other documents. All promotionals provided may be supplied in any form at the discretion of ‘the company’ or in any specific agreement with the customer. Such promotional goods may be disposed of by sampling, tasting, exhibitions or as otherwise agreed and includes those promotionals used on behalf of the customer by ‘the company’. The cost of promotionals shall be recovered in the price of other goods sold and invoiced on an equalisation basis, notwithstanding variation in actual physical provision, and they shall still be regarded as being sold to the customers, even if not fully recovered in the specific invoice price. The promotionals can be provided at any time, not necessarily at the time of the invoice of other goods and ‘the company’ reserves the right to recover stocks of such from the customer's premises if amounts owed are unpaid within the specified time.

GENERAL

Irrespective of any terms and conditions in the customer’s order form, or irrespective of the customer not reading the terms and conditions, acceptance (by retaining the Goods or any other method) of the goods ordered by the customer will be conclusive acceptance of the terms and conditions of sale contained herein.