Terms & Conditions

Terms and Conditions

1. DEFINITIONS

In these terms of trade:

“Customer” means the person or entity make purchase through the webpages under the domain name of finewines.co.nz
“Goods” means goods supplied by the Vendor to the Customer at any time;
“Order” or “Orders” means any order or orders of the Customer to the Vendor to supply Goods and/or Services;
“PPSA” means the Personal Property Securities Act 1999;
“Terms” means these Terms and Conditions of Trade;
“Vendor” means Fine Wines World Cellar who trades through a number a website including finewines.co.nz, legally registered in NZ as Eliam Trade and Utilities Ltd. NZBN 9429030837638

2. ORDERS

Orders will be on such forms as the Vendor may require from time to time.

4. PRICES

Prices are subject to change without notice. Unless otherwise specified all Orders will be charged at prices prevailing at the date of delivery of the Goods.

5. DELIVERY

(a) Where an Order makes provision for delivery then delivery will take place at the place stated in the Order. If no place is indicated then delivery will be made at the physical address of the Customer.

(b) If the Customer is not in a position to accept or take delivery of the Goods as scheduled the Customer will be responsible for all additional charges caused thereby.

(d) The Customer must notify the Vendor within two working days of delivery of any shortfall in Goods supplied, time being of the essence.

6. FREIGHT POLICY

Vendor’s freight policies cover only within NZ administrative territories. A freight charge will be made on any orders falling below a specified value or quantity.

(i) Below $200 and 6 bottles within Auckland urban.

(ii) Below $200 and 12 bottles within Greater Auckland.

(iii) Below $200 and 24 bottles within North Island.

(iv) Below $200 and 24 bottles within South Island.

(v) Below $500 for Waiheke Island and Stewart Island.

(vi) Below $1000 for Great Barrier Island.

Chatham Island delivery needs to be manually quoted.

7. HEALTH AND SAFETY IN EMPLOYMENT ACT 1992

The Vendor will be responsible for the actions of its employees in terms of section 15 of the Health and Safety in Employment Act 1992 (“HSEA”). The Customer will be responsible for compliance with the HSEA in respect of the Customer’s site and will advise the Vendor prior to commencement of any work of any hazards.

8. TIME OF PERFORMANCES

Time will in no case be of the essence in respect of the delivery of Goods. The Vendor will not be responsible for any delay in the delivery of Goods and the Customer will not be entitled to cancel orders because of any such delay. Dates for delivery of Goods are given in good faith and are not to be treated as a condition of sale or purchase.

9. TERMS 0F PAYMENT

Unless otherwise specified, payment for all Goods will be made upon purchase. The method of payment accepted includes a Debit or Credit card. The customer may also contact the Vendor to inquire about other methods of payment.

10. Pricing

Unless otherwise specified, pricings stated on the websites include GST, excise and other payable levies within New Zealand.

11. TAXES AND DUTIES

Unless expressly included in any quotation or Order, Goods and Services Tax and other taxes and duties assessed or levies in connection with the supply of the Goods and Services to the Customer are not included in the price and will be the responsibility of the Customer or, where the payment of such taxes or duties is the responsibility of the Vendor at law, the price will be increased by the amount of such taxes or duties.

12. PAYMENT ALLOCATION

The Vendor may in its discretion allocate any payment received from the Customer towards any invoice that the Vendor determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer the Vendor may re-allocate any payments previously received and allocated. In the absence of any payment allocation by the Vendor, payment will be deemed to be allocated in such manner as preserves the maximum value of the Vendor’s Purchase Money Security Interest (as defined in the PPSA) in the products.

13. ERRORS OR OMISSIONS

Clerical errors or omissions, whether in computation or otherwise in the pricing acknowledgment or invoice will be subject to correction.

14. RISK

From the time of dispatch to the Customer by the Vendor, risk in all Goods supplied will pass to the Customer and any loss, damage or deterioration to the Goods will be borne by the Customer. The Customer will notwithstanding any loss, damage or deterioration to the Goods remain liable to pay for the Goods.

15. OWNERSHIP

The Vendor will retain ownership of all Goods supplied until it receives payment in full including freight, of all amounts owing by the Customer for all Orders.

16. EXPORT PROHIBITION

(a) The Goods provided pursuant to these Terms are to be consumed in New Zealand only and are not to be exported elsewhere, directly or indirectly.

(b) In the event that the Vendor consents to the export of the Goods the Customer is responsible for all costs and compliance with any export regulations in force within the country for which the Goods are destined.

17. RECOVERY OF GOODS

The Vendor will not be responsible for any damage reasonably caused in the course of removal of Goods supplied whether such Goods are in the possession of the Customer or a third party, and the Customer indemnifies the Vendor to the full extent in respect of damage caused in the course of removal from the property of a third party.

18. WARRANTIES

(a) Unless specified in writing, the Vendor gives no warranty express or implied as to the quality, description or fitness for any particular purpose of the Goods.

(b) Where applicable, manufacturer’s warranties will attach to the Goods.

(c) Where the Customer is a consumer within the meaning of the Consumer Guarantees Act 1993 the Customer will have all the rights and remedies provided under that Act but no others.

(d) Where Goods supplied are defective in terms of any condition warranty or guarantee or otherwise do not conform to the Order (other than as to quantum), the Vendor will at its discretion replace or repair any faulty Goods or pay the cost of replacing them, but only if a claim is made by the Customer within seven days of delivery of the Goods time being of the essence.

19. COMPLIANCE

The Vendor has the obligation to operate under the compliance of Sale and Supply of Alcohol ACT 2012, the Customer may have to provide certain details according to the ACT.

20. CANCELLATION AND RETURNS

The Customer will not be entitled to cancel an Order or return Goods other than as allowed pursuant to these Terms. Unless having specified reasons at Vendor’s fault.

21. PERSONAL PROPERTY SECURITIES ACT 1999

(a) The Customer acknowledges that these Terms constitute a security agreement which creates a security interest in favour of the Vendor in all Goods previously supplied by the Vendor to the Customer (if any).

(b) The Customer acknowledges and agrees that by making an Order the Customer grants a security interest (by virtue of clause 15 of these Terms) to the Vendor in all Goods supplied by the Vendor to the Customer pursuant to that Order and any subsequent supplies of Goods to the Customer notwithstanding anything express or implied to the contrary contained in the Customer’s purchase order and that such security interest may be a Purchase Money Security Interest as defined in the PPSA.

(c) The Customer grants to the Vendor a Security Interest in all of the Customer’s present and after-acquired property that the Vendor has performed services on or to or in which goods or materials supplied or financed by the Vendor have been attached or incorporated.

(d) The Customer undertakes:

(i) to sign any further documents and/or provide any further information (which information the Customer warrants to be complete, accurate and up-to-date in all respects) which the Vendor may reasonably require to enable registration of financing statements or financing change statements on the Personal Property Securities Register (“PPSR”);

(ii) not to register a financing change statement as defined in section 135 of the PPSA or make a demand to alter a financing statement pursuant to section 162 of the PPSA in respect of the Goods without the prior written consent of the Vendor;

(iii) to give the Vendor not less than 14 days’ prior written notice of any proposed change in the Customer’s name and/or any other changes in the Customer’s details (including but not limited to changes in the Customer’s address, facsimile number, email address; trading name or business practice);

(iv) to pay all costs incurred by the Vendor in registering and maintaining any financing statement (including) registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce any security interest created by these Terms including executing subordination agreements;

(v) to be responsible for the full costs incurred by the Vendor (including actual legal fees and disbursements on a solicitor/client basis) in obtaining an order pursuant to section 167 of the PPSA; and

(vi) to waive any rights it may have under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

(e) Pursuant to section 148 of the PPSA, unless otherwise agreed to in writing by the Vendor, the Customer waives the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest.

(f) To the maximum extent permitted by law, the Customer waives its rights and, with the Vendor’s agreement, contracts out of its rights under sections referred to in sections 107(2), 8(e) and (g) to (l) of the PPSA.

(g) The Customer agrees that nothing in section 113, 114(1)(a), 117(1)(c), 133 and 134 of the PPSA will apply to these Terms, and, with the Vendor’s agreement, contracts out of such sections.

(h) The Customer and the Vendor agree that section 109(1) of the PPSA is contracted out of in respect of particular goods if and only for as long as the Vendor is not the secured party with priority over all other secured parties in respect of those Goods and Services.

(i) The Customer agrees that immediately on request by the Vendor, the Customer will procure from any third parties such agreement and waivers as the Vendor may at any time require to protect the Vendor’s security position.

22. AUTHORITY TO SELL GOODS

Notwithstanding that title in all Goods is retained by the Vendor, the Customer is authorised to sell the Goods in the ordinary course of business provided that the authority may be removed by written notice if the Vendor considers the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations to the Vendor and will be deemed automatically revoked if any of the events in clause 22 occur.

23. SALE OF GOODS

(a) Where Goods not already passed to the Customer are sold by the Customer in the ordinary course of business, the book debt created on the sale and the proceeds of sale when received will be held by the Customer for the Vendor in terms of section 45 of the PPSA.

(b) Where any proceeds of sale are placed in the Customer’s bank account the funds in the Customer’s bank account will be deemed to be held on trust for the Vendor to the extent of the proceeds of sale.

(c) Where any payments are made from the Customer’s bank account otherwise than to the Vendor, payment will be deemed to have been made from all other funds in the Customer’s bank account and not from funds held on trust for the Vendor.

(d) The obligation to hold funds in trust imposed by this clause and the Vendor’s entitlements under the PPSA will continue for so long as the Vendor is unpaid for all Goods and Services supplied to the Customer.

24. SECURITY

Without prejudice to such other rights as the Vendor may have pursuant to these Terms, the Vendor reserves the right to request from the Customer such security as the Vendor may from time to time think desirable to secure to the Vendor all sums due to the Vendor and may refuse to supply further Goods to the Customer until such security is given.

25. LIABILITY

(a) The Vendor’s liability to the Customer will be limited to the value of the Order supplied out of which any such liability.
(b) The Sale of Goods Act 1908, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon the Vendor which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on the Vendor the Vendor’s liability will, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
(c) Except as otherwise provided above the Vendor will not be liable for any loss or damage of any kind whatsoever, arising from the supply of Goods by the Vendor to the Customer including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by the Vendor to the Customer.
(d) The Customer will indemnify the Vendor against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of the Vendor or otherwise, brought by any person in connection with any matter, act, omission, or error by the Vendor its agents or employees in connection with the Goods.

26. SUITABILITY OF GOODS AND SERVICES

The Vendor does not take liability in producing or manufacturing any of the goods.

The Customer must satisfy itself that the Goods as ordered are fit and suitable for the purpose for which they are required. The Vendor makes no warranties or representation and expressly negates any implied or expressed condition that the Goods will be suitable for a particular purpose or use for which the Customer may use them. The Customer accepts all risk and responsibility for consequences arising from the use of the Goods whether singularly or in combination with other Goods.

27. DISPUTES

(a) In the event of any dispute arising between the Vendor and the Customer, such dispute will in the first instance be referred to mediation for resolution.

(b) In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute.

(c) Nothing in this clause prevents the Vendor from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.

28. NOTICES

All notices required or committed under these Terms are to be served as provided in sections 353, 359, 360 and 361 of the Property Law Act 2007 and section 387 of the Companies Act 1993, or by facsimile, in which case notice is deemed to be given the day after sending.

29. VALIDITY

If any provision of these Terms is invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.

30. CHANGES OF GENERAL TERMS AND CONDITIONS

(a) The Vendor may at any time refuse an order by the Customer or decline to approve any application by the Customer for any reason whatsoever.
(b) The existence of an account by the Customer with the Vendor does not automatically entitle the Customer to credit in the future.
(c) Failure by the Vendor to enforce any of the terms and conditions contained in these Terms will not be deemed to be a waiver of any of the rights or obligations the Vendor has under these Terms.
(d) The Vendor may from time to time by written notice to the Customer amend, add to or repeal the trading conditions covered by these Terms or may substitute any fresh trading conditions and such amendment, addition or substitute trading conditions will be binding on the Customer fourteen days after the date of delivery of the notice.

31. FORCE MAJEURE

Neither the Vendor nor the Customer will be liable to the other for any breach of these Terms by any extraordinary occurrences which are beyond the reasonable control of the party in question.

32. PRIVACY

The Customer irrevocably agrees that:

(a) the personal information provided, obtained and retained by the Vendor about the Customer will be held and used for the provision of Goods to the Customer;

(b) the Vendor may provide any personal information governing bodies and for legal reasons.

(c) they must notify the Vendor of any changes in circumstances that may affect the accuracy of the information provided by the Customer to the Vendor. If the Customer is a natural person the Customer has the right of access to and correction of any personal information held by the Vendor.

33. ELECTRONIC COMMUNICATIONS

If the Customer has provided the Vendor with an email address for communication purposes the Vendor will fully comply with all requirements under the Unsolicited Electronic Messages Act 2007.

34. ENTIRE AGREEMENT

These Terms constitute the entire agreement and supersede and extinguish all prior agreements and understandings between the Vendor and the Customer.

35. OTHER AGREEMENTS

If there is an inconsistency between these Terms and any order submitted by the Customer or any other arrangement between the Vendor and Customer, these Terms prevail unless otherwise agreed in writing by the parties.

36. GOVERNING LAW

These Terms will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand Courts will have exclusive jurisdiction over any dispute in relation to the Goods.

Shopping cart

Shopping cart