Minimum Order Quantities
Apply to purchases which include the following lines: Table wines and spirits – 18 litres.
Nett all purchases and allied services – Payable by the 30th day of the month following the month of purchase.
Payment to ’ the company’ shall be made in cash with the Customer’s order unless the Customer completes ‘the company’ application for credit and ‘the company’ approve the Customer’s current credit rating, whereupon full payment for all involved items shall be made by the thirtieth day of the month which immediately follows the month in which the goods have been delivered to the Customer. Full terms and conditions of sales apply of services apply as per the ‘the company’s’ price list and as per reverse of all invoices as per account application for credit forms. Cheques and payments shall be made payable to ‘the company’. Payments by cheque shall not be deemed made until the cheques have been cleared.
All goods will be at the Customer’s risk ex-warehouse.
Change of Ownership
The customer agrees to notify ‘the company’ in writing of any changes 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.
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 for goods and allied services are subject to alterations without notice. The wholesale dozen price excludes WET but includes certain service 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, glassware, accessories and allied services are subject to GST and Wine Equalisation Tax on wine only. Delivery, handling and finance services will be held 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. The 4.88% freight and the 1.54% finance service fees (where applicable) are equal in total to 6.42% of the LUC price plus GST and other cost recoveries unless otherwise agreed upon. These fees are, for administrative purposes, determined on an equalization 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 and/or offices. 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.
Retension 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 of the goods inclusive of any GST (excluding any service charges where applicable); 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 good 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 company’ to readily repossess such should the Customer not fulfill 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 promotional, 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 compromise price for the products, including the cost of any promotionals provided. There is no requirement to itemize separately the consideration for the promotional, 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 promotional 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 equalization basis, not withstanding variation in actual physical provision, and they shall still be regarded as being sold the Customers, even if not fully recovered in the specific invoice price. The promotional 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.
Irrespective of any terms and conditions in the Customer’s order forms, 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.