TERMS OF SALE

 

 Last Updated 7th July 2017

 

“Australian Consumer Law” means Schedules 1 and 2 of the Competition and Consumer Act 2010 (Cth) and any other relevant provisions contained in that Act, as varied from time to time by act or regulations.

“Work order” means documents pertaining to instructions outlining workflow to be administered and completed by WINEFLOW Pty Ltd.

“Consequential Loss” includes (but is not limited to) loss of revenue, loss of profits, loss of anticipated savings or business, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss and any form of consequential, special, indirect, punitive or exemplary loss or damages, however it arises (including as a result of negligence).

“Collection Expenses” means any legal and/or other expenses incurred by Us, including debt collection agency expenses, in obtaining or attempting to obtain payment of amounts due by You to Us.

“Consumer” has the same meaning as in the Australian Consumer Law.

“Loss” means any liability, however it arises (including as a result of negligence) and includes any loss, claim, damage, demand, injury or death and a fine or penalty imposed by a statutory or other authority.

“PPSA” means the PPS Act and any other legislation and regulations dealing with the PPS Act. The following words in clause 15 have the meanings given to them in the PPS Act: financing change statement, financing statement, purchase money security interest (PMSI), register, registration, security interest and verification statement. For the purposes of section 20(2) of the PPS Act, the collateral is goods held in storage.

“PPS Actmeans the Personal Property Securities Act 2009 (Cth) (as amended).

“Price List” means the document named “Price List” provided by Us to You outlining important information concerning the supply of the services, but not limited to, a description of the services, charge rates, additional associated charges, the address for supply of the services, or in the event that there is no such document the oral terms agreed between You and Us for the supply of services.

“Rates” means the unit rate shown on all materials relating to services provided by WINEFLOW Pty Ltd

“Representative” means a person nominated by Us,

“Site” means the location for the supply of the Goods specified on the Order Confirmation for services rendered.

“Terms of Sale” means these terms and conditions any additional matters agreed in writing between the parties.

“We/Us/Our” means WINEFLOW PTY LTD,

“You/Your” refers to the person, partnership, corporation, trust or other entity whom We are Supplying the Goods/ services, as agreed in correspondence/ contracts/ work orders and agreements. The reference to “You” includes any of Your employees, agents and contractors.

1. SUPPLY AGREEMENT

The supply agreement (“Supply Agreement”) between You and Us is comprised of these Terms of Sale, together with:

(a) the Price List;

 

(b) ; the Work order Form

 

(c) the Order Confirmation Form/ correspondence;

 

(d) any credit application or credit guarantee (if applicable); and

 

(e) any specifications provided by Us to You.

 

It is important that You read and understand all of the terms of the Supply Agreement prior to supply of the services by Us.

2. AGREEMENT

Except to the extent otherwise explicitly agreed in writing between the parties, these Terms of Sale (and any credit application or credit guarantees, if applicable) govern the relationship between You and Us in connection with the Goods/ services rendered and will prevail over any other document from time to time. To the extent of any inconsistency between the credit application, the credit guarantees and these Terms of Sale, these Terms of Sale prevail. You acknowledge that You have not relied on any representation, inducement, warranty or promise which is not set out below. These Terms of Sale may only be varied by both parties agreement in writing.

3. TERMS

3.1. These Terms of Sale apply to any contract of supply of Goods/ services made between Us as provider and You as a customer. Placing a work order with us will constitute deemed acceptance by You of these Terms of Sale.

 

3.2. We may (acting reasonably) change these Terms of Sale without notice to you before we accept Your order.

 

3.3. These Terms of Sale prevail over any terms put out by You unless We agree in writing.

 

3.4. No employee, agent or contractor of Ours may issue, vary or add to these terms without the prior written authority of Our Managing Director.

 

4. ORDER

4.1. An order/ request for service you give us is subject to Our acceptance and We may decline an order.

 

4.2. All prices quoted in a Price List or at the time of placing a work order request are subject to change to reflect Our increased costs, such as for materials, taxes, wages and government requirements occurring after the placing of the order.

 

5. DELIVERY

5.1. Delivery times are estimates only and We do not guarantee a particular delivery date or time.

 

5.2. We will make all attempts to meet set times and dates for delivery, however, no guarantee through third party reliance will be given.

 

5.5. A claim for shortages/ breakages or mishandling in delivery must be in writing received by Us within 14 days of dispatch from Our Store.

 

6. PAYMENT

6.1. You must pay Us the price of the services as specified in the Price List within the period as specified in these terms of sale unless We have approved extended terms of payment.

 

6.2. If We agree to provide services on credit terms, You acknowledge and agree that if You breach the credit terms, you will pay Us any Collection Expenses and interest charges that may apply.

 

6.3. You must pay for services requested, should the conditions, terms or parameters change, and we have provided the services requested, the said services will still be charged.

 

6.4. If payment is overdue, We may charge You interest at Our banker's highest current overdraft interest rate from the date of default until We receive payment or this agreement is terminated. Further, in the case of default, We may take possession of any stored Goods concerned and (subject to the enforcement provisions of the PPSA) then credit You Our estimated re-sale value of those Goods less Our costs. You will indemnify Us in relation to any costs incurred by Us in the exercise of such rights.

 

6.5. In addition, if payment is overdue We may cancel or suspend services for you.

 

6.6. You may not deduct from the price any set off, counter claim or other sum unless We agree in writing.

 

7. FORCE MAJURE

7.1. We shall not be liable for any failure to perform under these terms due to strikes, whether legal or illegal, lock-outs, fires, epidemics, bad weather, floods, water damage, riots, governmental acts or orders, interruption of transportation or utilities service, or any causes beyond our reasonable control.

 

8. LIMITATION OF LIABILITY AND INDEMNITY

If You are not a Consumer, we shall not be liable under any circumstances:

8.1. for any damages to any property of whatsoever kind after the goods requested for service have left our possession or Our Store resulting from Goods supplied or performed in accordance with these Terms of Sale;

 

8.2  for any Loss arising from delay;

 

8.3  subject to clause 12, Our total aggregate liability in all circumstances is limited (to the extent permitted by law) to the amount paid by You for the services.

 

8.4 . To the maximum extent permitted by law, you hereby indemnify and forever holds Us harmless from all Losses caused or contributed to by any negligent and/or willful 2.act or omission or any breach of these Terms of Sale by You, or by Us arising from supplying or performing the services in accordance with these Terms of Sale. 


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