The Nitty Gritty.
1. GeneralThe whole of the Agreement between Grant Wines and the Applicant referred to in the Credit Application ‘Customer’ are those set out in these Terms and Conditions as amended from time to time and those, if any, which are implied, and which cannot be excluded by law ‘Terms’. Any other contractual terms of the Customer (whether upon the Customer’s order or elsewhere) which are contrary to or inconsistent with these terms shall not apply nor shall they constitute a counter-offer. By receiving delivery and/or supply of all or a portion of the goods supplied by Grant Wines under these Terms ("Goods"), the Customer shall be deemed to have accepted these Terms. All Goods are charged at the price ruling at the date of invoice and any GST within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 or other government imposts shall be payable by the Customer in addition.2. Credit Terms2.1 Payment is due on or prior to thirty (30) days from the order of goods, unless otherwise stated in writing by Grant Wines.2.2 Grant Wines is entitled to set-off against any money owing to the Customer amounts owed to Grant by the Customer on any account whatsoever.2.3 Any payments received from the Customer on overdue accounts will be applied first to satisfy interest which may have accrued, second to reasonable expenses and legal costs referred to in Clause 2.5, and then to principal. 2.4 The Customer is liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by Grant Wines for enforcement of obligations and recovery of monies due from the Customer to Grant Wines. 3. Quotations and Pricing 3.1 If Grant Wines has not specified the price to be charged to the Customer at the time that the Customer places its order, the price charged to the Customer shall be the price ruling as at the date of delivery. The Customer acknowledges that Grant Wines prices are subject to alteration from time to time 3.2Any quotation, acceptance of quotation, purchase order or other document which requires signature may be signed in electronic form, and such signature shall be binding upon the person affixing that signature. 3.3Unless otherwise specified by Grant Wines, the prices exclude: 3.3.1 Any statutory tax, including any GST, duty or impost levied in respect of the Goods and which has not been allowed for by Grant Wines in calculating the price. 3.3.2Costs and charges in relation to insurance, packing (other than the standard packing of Grant Wines) and delivery of goods. 3.3.3Any variations in the invoice or contract price as a consequence of currency fluctuations shall be payable by the Customer. 4 Minimum Order Value For an order of less than 12 bottles per invoice, Grant Wines reserves the right either to not accept an order or to charge the Customer a handling fee. 6 Delivery and Supply 6.1 If the Customer directs that delivery of the Goods be staggered over different times or to different addresses from those specified in the Credit Application, then the Customer: 6.1.2 shall be liable for any additional cost, charge and expense incurred by Grant Wines in complying with the Customer's direction; and 6.1.3 Such action shall be deemed to be delivery to the Customer. 6.2The Customer is deemed to accept delivery of the Goods where it is either delivered to the Customer's premises or when Grant Wines notifies the Customer that the Goods are available for collection. 6.3 If the Customer is unable or fails to accept delivery of the Goods, Grant Wines may deliver it to a place of storage nominated by the Customer and, failing such nomination, to a place determined by Grant Wines. Such action shall be deemed to be delivery to the Customer. The Customer shall be liable for all cost, charge and expense incurred by Grant Wines on account of storage, detention, double cartage/delivery or similar causes. 6.4 The Customer agrees that it will be obliged to and shall pay for the Goods on the due date notwithstanding that delivery is made after the agreed delivery date, and notwithstanding that the Goods may not yet be delivered. 7 Availability of Stock Any order that cannot be fulfilled on its receipt will automatically be back ordered and processed when stock becomes available unless it is the Customer's stated standard policy not to accept back orders or the Customer specifically marks its order, "Do Not Back Order". Deliveries at any time are subject to availability of stock and Grant Wines will not be liable for any charges due to product unavailability. 8 Restrictions 8.1The Customer acknowledges and accepts that Grant Wines sells its goods only through persons who have been authorised by Grant Wines to sell specific product categories at specific locations and who comply with Grant Wines Terms and Conditions. Subject to the provisions of the Competition and Consumer Act 2010: 8.2Under no circumstances may the Customer sell Goods through the Internet or the mail without prior written authorisation from Grant Wines. 8.3 Grant Wines does not grant to the Customer the exclusive rights to sell its Goods. Grant Wines reserves the right to authorise and/or supply additional retailers in any market area that it deems necessary to adequately cover the market. 9 Freight 9.1 Grant Wines is not responsible for any loss or damage to any Goods in transit caused by any event of any kind by any person 10 Returns, cancellations and claims 10.1 The Customer shall not return any Goods to Grant Wines without obtaining prior authorisation from Grant Wines. No returns will be accepted unless a copy of the relevant invoice is enclosed with the returned Goods. A list of the Goods returned including product descriptions, quantity, date of return and the Customer's name and address must also be enclosed. Freight charges must be paid by the Customer. All Goods must be returned in the original packaging and the Customer shall be responsible for all damage incurred during return shipment. A credit note will be issued by Grant Wines only after Goods returned are either collected by Grant Wines authorised representative or agent or returned to it by the Customer as set out above. The Customer shall not deduct the amount of any anticipated credit from any payment due to Grant Wines but must await receipt of a credit note. 10.2 All goods returned must be of merchantable and reasonable quality such that the goods are complete in their original packaging, not shop-soiled, are not price ticketed and are still listed in the current price list. 10.3 No cancellations or partial cancellation of an order by the Customer shall be accepted by Grant Wines unless it has first consented in writing to such cancellation or partial cancellation and unless a cancellation charge has been paid which, as determined by Grant Wines, will indemnify Grant Wines against all loss, without limitation. Cancellation will not be accepted on goods that are not regular stock which are in the process of manufacture or ready for shipment. 11.5 All complaints, claims, or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with the Customer’s purchase order must be submitted by the Customer to Grant Wines in writing within seven (7) business days of the date of the invoice rendered for the supply of the Goods. Otherwise, the Customer shall be deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with the Customer’s purchase order.12. NotificationThe Customer must notify Grant Wines in writing within seven (7) days of:12.1 Any alteration of the name or ownership of the Customer. 12.2 The issue of any legal proceedings against the Customer. 12.3 The appointment of any provisional liquidator, liquidator, receiver, receiver manager or administrator to the Customer. 12.4 Any change in the ownership of the business name of the Customer. The Customer agrees that it shall be liable to Grant Wines for all Goods supplied to the new owner by Grant Wines until notice of any such change is received. 13 Legal Construction 13.1 These Terms shall be governed by and interpreted according to the laws of Victoria and Grant Wines and the Customer consent and submit to the jurisdiction of the Courts of Victoria. 13.2 Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Terms shall continue in full force and effect.