PAYMENT TERMS
Net all purchases and freight – Payable by the 14th day of the month following the month of invoice. Full terms and conditions of sale and supply of services apply as per the company’s Price List and as per the company’s Application for Credit forms. Payments shall be made payable to the company. Where the purchaser has a credit account and is overdue with any payment or if the seller is in receipt of bank or trade references which it regards as unsatisfactory, the seller reserves the right to change the purchaser to a C.O.D. account.
PRICES
Prices quoted in the seller’s published price list or by the representatives of the seller are subject to change without notice and are not binding on the seller. All goods are changed at the applicable price ruling at the date upon which the products leave the seller’s premises for delivery to the purchaser. Prices are not of freight and shall be the purchaser’s account.
DELIVERY
Delivery terms are 48hours. An ‘emergency’ delivery for next day will incur a $25 administration fee. Orders outside Sydney metro will be subject to a commercial freight carrier rate. The seller shall use all reasonable endeavours to meet the purchaser’s requested delivery dates but the seller shall not be liable to the purchaser for any loss or damage whatsoever should it be delayed or prevented from delivering the products on the nominated date. It is the purchaser’s responsibility to inspect all the products upon delivery. The seller shall not in any circumstances be liable for short delivery unless the purchaser notifies the seller upon receipt of delivery.
CANCELLATION AND RETURN
The purchaser may return the products for credit or replacement provided they are so returned to the seller’s premises with the applicable invoice number quoted, within fourteen (14) days of the delivery of the purchaser.
The seller reserves the right immediately to cancel any order or suspend any delivery without incurring any liability to the purchaser if the purchaser is in default of payment or if the purchaser became bankrupt, goes into liquidation, makes a composition with its creditors, has a receiver or manager appointed of whole or any part of its assets or business or takes or suffers any similar action in consequence of debt.
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. The company also reserves the right to withdraw the Customer's approved credit status in relation to the sale of Goods, and all outstanding amounts will become immediately due and payable and future deliveries can only be made by payment of cash on delivery.
OVERDUE ACCOUNTS
The seller reserves the right to charge interest at 2% per month on all moneys owing outside agreed trading terms by the Purchaser and further, the Purchaser agrees to reimburse Kingfisher Wines Pty Ltd or any winery that it is an agent of for any Legal expenses, Collection expenses or Bank Charges incurred by the Seller in the recovery or attempted recovery of overdue moneys. The purchaser shall have no right to set-off any moneys against any outstanding account in respect of any claims it may have against the seller.
RETENTION OF PROPERTY
Title in and to the Goods shall not pass to the Purchaser until all amounts owing by the Purchaser to Kingfisher Wines Pty Ltd (the Company) on any account whatsoever (including the Purchase price of the goods) (Amounts Owing) have been Paid. Without limiting the meaning of Amounts Owing, if the Purchaser makes a payment to the Company at any time whether in connection with the Conditions of Sale or otherwise the Company may apply that payment as it sees fit. The Purchaser acknowledges that until title in and to the Goods passes to the Purchaser, the Purchaser holds the Goods as trustee, agent and Bailee of the Company and that a fiduciary relationship exists between the Purchaser and the Company. Until title in and to the Goods passes to the Purchaser the Purchaser shall store the Goods separately from other goods held by the Purchaser and in such a manner that they are clearly identifiable as the Property of the Company. The Purchaser agrees that the products will be dealt with at all times by the Purchaser on a first in first out basis. If the Goods become part of a product or mass through manufacturing, processing, assembly or becoming commingled, the Company's security interest continues in that product or mass (Commingled Property) to the extent permitted by law. The Purchaser acknowledges that if it sells or otherwise deals with the Goods or Commingled Property before title in and to the Goods has passed to the Purchaser: (a) it does so as trustee and agent for the Company; (b) it must hold the proceeds of the sale or such dealing as trustee and agent for the Company;
(c) it must be able to separately and clearly identify such proceeds once deposited into the Purchaser's account as the property of the Company. The Purchaser must not represent to any third parties that it is acting as agent of the Company and the Company will not be bound by any contracts with third parties to which the Purchaser is a party. The Purchaser acknowledges that the Company has a security interest (for the purposes of the PPSA) in the Goods and any proceeds until the title in and to the Goods passes to the Purchaser. This security interest secures all moneys owing by the Purchaser to the Company (including the Purchase price of the goods) under any contract or otherwise. The Purchaser acknowledges that each security interest over Goods (or their proceeds) is a purchase money security interest to the extent that it secures payment of the amounts owing in relation to those particular Goods. The Purchaser must not assign or grant a security interest in respect of any accounts owed to it in relation to the Goods without the Company's prior written consent. The Company has a security interest in all such accounts to secure the Amounts Owing; The Purchaser consents to the Company effecting a registration on the PPSA register (in any manner the Company considers appropriate) in relation to any security interest contemplated by the Conditions of Sale and the Purchaser agrees to provide all assistance reasonably required to facilitate this. The security interests attach to the Goods when the Purchaser obtains possession of the Goods and the Purchaser and the Company confirm that they have not agreed that any security interests arising at any later time.
RIGHT OF ENTRY
In addition to any rights Kingfisher Wines Pty Ltd (the Company) may have under Chapter 4 of the PPSA the Company shall be entitled at any time until the title in and to the Goods passes to the Purchaser
(a) to demand the return of the Goods, upon which the Purchaser must immediately return to the Company those Goods; (b) to the extent permitted by law, to enter (or have its representative enter) any premises occupied by the Purchaser in order to search for and remove the Goods without notice to the Purchaser and without liability to the Purchaser (including liability in relation to negligence). The Purchaser and its representatives shall provide all reasonable assistance to the Company and its representatives for this purpose;
and (c) to retain, sell or otherwise dispose of those Goods on any terms and in any manner it sees fit and, subject to section 140 of the PPSA, may apply the proceeds to repay any debt owed to it by the Purchaser. If there is any inconsistency between the rights of the Company and its rights under Chapter 4 of the PPSA, the Company prevails to the extent permitted by law; The Purchaser indemnifies the Company against any claim (including negligence) in respect of any damage to the property of, or the premises occupied by, the Purchaser or any consequential loss or pure economic loss caused by another party when searching for and removing the Goods.
PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA)
If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest in connection with these Terms and Conditions of Trade, the Customer agrees that the following provisions of the PPSA will not apply: section 95 (notice of removal of accession), to the extent that it requires the company to give notice to the Customer, section 96 (when a person with an interest in the whole may retain an accession) subsection 121(4) (enforcement of liquid assets – notice to grantor); section 125 (obligation to dispose of or retain collateral); section 130 (notice of disposal), to the extent that it requires the company to give a notice to the Customer; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); section 135 (notice of retention) and section 143 (reinstatement of security agreement).
Notices or documents required or permitted to be given to the company for the purposes of the PPSA must be given in accordance with the PPSA. The Customer consents to the company affecting a registration on the PPSA register in relation to any security interest in connection with these Terms and Conditions of Trade and the Customer agrees to provide all assistance reasonably required to facilitate this. The Customer waives the right to receive notice of a verification statement in relation to any registration on the register. In these Terms and Conditions of Trade, the following words have the respective meanings given to them in the PPSA: account, proceeds, purchase money, register, registration, security interest and verification statement.
PURCHASER’S ACKNOWLEDGEMENT By executing the Account Application and this document, the Purchaser acknowledges that it does the following: Applies for an account with the Company; If it is a trading trust, declares and warrants that the trustee has: (a) A right of indemnity against the trust property in respect of liabilities incurred in exercising its rights and powers under the trust; or (b) A right to pay or discharge liabilities incurred in exercising its rights and powers under the trust out of the trust property; Warrants that the information contained in the application is true and correct; Agrees to abide by the terms and conditions and conditions of sale applied from time to time by the company as stipulated on the Kingfisher Wines pricelist. Agrees to notify the company immediately of any event or circumstance affecting it which could materially impair the Purchaser’s ability to pay its debts and when they fall due; Authorises the Company to: (a) seek any information about the Purchaser's commercial credit worthiness from any source; (b) verify this information with any credit reporting agency and to obtain credit information from the applicants nominated bank and trade references and any such institutions, firms or companies permitted to supply such information to the Company; and (c) obtain from a credit reporting agency a consumer credit report containing personal information about the Purchaser and Guarantors or to assist the Company in collection of overdue payments; Agrees that in accordance with the Privacy Act 1988 information relating to the Purchaser may be disclosed to a credit reporting agency. This may include the fact that the Purchaser applied for credit, details of overdue payments, details of accounts referred for debt collection, and cheques which have been dishonoured more than once. Agrees that it has not relied upon any representations made by the Company or its representatives not contained herein in entering into the Conditions of Sale. Acknowledges that it has read and understood the Conditions of Sale contained in the eight pages of this application and understands that the Conditions of Sale will apply to every sale entered into between the Purchaser and the Company. In particular the Purchaser has noted the conditions relating to the terms of payment, retention of title and property in all Goods supplied until all moneys outstanding under any sale contract have been received by way of cleared funds by the Company.
Purchaser Signature and acknowledgement: ………………………………………………………………………………………………
Director’s Guarantee and Indemnity
In consideration of Kingfisher Wines Pty Ltd (“the Company”) agreeing at any time and from time to time to supply goods or services to the Customer, we the undersigned hereby agree with the Company who supplies the Customer with goods or services at any time and from time to time as follows:-
Proprietors / Partners / Directors (Cross out those that are not applicable)
Name: ………………………………………………………………………………………………………………
Signature: …………………………………………………………………………………………………………
Address: …………………………………………………………………………………… Date: ……………
In the presence of (Witness signature): ……………………………………………………………
Printed name of Witness: …………………………………………………………………………………
Witness address: ……………………………………………………………………………………………..
Please email completed form to: accounts@kingfisherwines.com.au
Or post to: Kingfisher Wines Pty Ltd, PO Box 921, Narrabeen 2101
