1. DEFINITIONS

In these terms of trade:

• “Account” means the Customer’s account with the Vendor;
• “Customer” means the person or entity signing an Application for Credit or making an Order and any person acting with ostensible authority on behalf of the party named as the Customer;
• “Goods” means goods supplied by the Vendor to the Customer at any time, including wine and related products;
• “Guarantor” means any party executing a Guarantee of the Customer’s Account with the Vendor;
• “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 Truffle Imports Limited.

2. ORDERS

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

3. ACCEPTANCE

Each Order will constitute acceptance by the Customer of these Terms.

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. Unless otherwise specified, all prices are inclusive of GST; on Account prices are exclusive of GST.

5. DELIVERY

1. 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 set out in the Order or Application for Credit.
2. 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.
3. Delivery of Goods by the Vendor to a carrier is deemed to be delivery to the Customer.
4. 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

A freight charge will be made on any orders falling below a specified value. The Vendor reserves the right to alter the freight policy from time to time. The Vendor absorbs a portion of the cost of freight for trade Accounts. All freight charges are calculated at the checkout upon completion of delivery address. All orders with a value exceeding $750.00 qualify for free delivery (nationwide).

*Excessive weight (e.g., Champagne bottles) may incur an additional excess charge.

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 PERFORMANCE

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 OF PAYMENT

1. Unless otherwise specified, payment for all Goods will be made no later than:
   1. on supply for Customers without an Account;
   2. the 21st day of the month following supply for Customers with an Account.
2. The Vendor reserves the right to add a surcharge onto any payments received via credit card payment.
3. The Vendor may, at its sole discretion, require payment of a deposit by the Customer prior to processing any Order.
4. An administration fee may be charged on all overdue amounts in addition to any other charges pursuant to this clause.
5. Interest will accrue on all amounts overdue at the rate of 2.5% per month and will be calculated on a daily basis on the outstanding balance until payment is received in full by the Vendor.
6. All costs of or incurred by the Vendor as a result of a default by the Customer including, but not limited to, administration charges, debt collection costs and legal costs as between solicitor and client are payable by the Customer.
7. If the Customer defaults in any payment or commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or if a receiver is appointed for all or any assets of the Customer, the Vendor may cancel any Order without prejudice to any other rights it may have and payment for all completed Orders will immediately become due.

10. QUOTATION

Unless otherwise specified, where a written quotation is given by the Vendor for the supply of Goods:

1. the quotation will be valid for thirty (30) days from the date of issue;
2. the Vendor reserves the right to alter the quotation because:
   1. the Customer requests variations to the supply of Goods; and/or
   2. of circumstances beyond the Vendor’s control.

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 quotation, acknowledgement 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

1. The Vendor will retain ownership of all Goods supplied until it receives payment in full of all amounts owing by the Customer for all Orders.
2. If any of the Goods are attached, fixed or incorporated in or used as material for other goods before payment is made ownership in the whole of the other goods will be and remain with the Vendor until payment is made. The Vendor’s Security Interest in the Goods will continue in the terms of section 82 of the PPSA.
3. The Vendor will have a right to stop and retrieve the Goods in transit whether or not ownership has passed.
4. Until payment is made by the Customer, the Customer agrees:
   1. to enable the Goods to be readily identifiable as the property of the Vendor;
   2. to hold the Goods as trustee for the Vendor and will deal with the Goods as agent for and on behalf of the Vendor;
   3. that if the Goods are re-sold, the proceeds of re-sale will belong to the Vendor.

16. EXPORT PROHIBITION

Goods are sold for use in New Zealand only unless otherwise agreed in writing by the Vendor.

17. RECOVERY OF GOODS

The Vendor may enter premises and recover Goods in the event of non-payment, and resell such Goods to recover outstanding amounts.

18. WARRANTIES

1. Unless specified in writing, the Vendor gives no warranty express or implied.
2. Manufacturer warranties may apply.
3. Consumer Guarantees Act rights apply where relevant.
4. Claims must be made within seven days.

19. COMPLIANCE

The Customer is responsible for compliance with all applicable laws.

20. CANCELLATION AND RETURNS

Orders may not be cancelled or returned except as permitted by these Terms.

21. PPSA

The Customer acknowledges that these Terms create a security interest in all Goods supplied. The Vendor may register and enforce this interest.

22. EVENTS OF DEFAULT

If the Customer becomes insolvent or breaches these Terms, all payments become immediately due and the Vendor may suspend supply.

23. AUTHORITY TO SELL GOODS

The Customer may sell Goods in the ordinary course of business unless in default.

24. SALE OF GOODS

Proceeds from resale of unpaid Goods are held on trust for the Vendor.

25. SECURITY

The Vendor may require additional security before supplying Goods.

26. LIABILITY

Liability is limited to the value of Goods supplied. The Vendor is not liable for consequential loss.

27. SUITABILITY

The Customer must ensure Goods are suitable for their intended use.

28. SPECIFICATIONS

Specifications are approximate and subject to reasonable tolerances.

29. PERSONAL GUARANTEE

Directors or trustees may be personally liable for all obligations.

30. ASSIGNMENT

The Vendor may assign its rights. The Customer may not without consent.

31. DISPUTES

Disputes will be referred to mediation before legal proceedings.

32. NOTICES

Notices will be served in accordance with New Zealand law.

33. VALIDITY

Invalid provisions do not affect the remainder of these Terms.

34. CHANGES

The Vendor may amend these Terms with notice.

35. FORCE MAJEURE

Neither party is liable for events beyond their control.

36. PRIVACY

The Vendor may collect and use Customer information for business purposes.

37. ELECTRONIC COMMUNICATIONS

Electronic communications will comply with applicable law.

38. ENTIRE AGREEMENT

These Terms constitute the entire agreement.

39. OTHER AGREEMENTS

These Terms prevail unless otherwise agreed in writing.

40. GOVERNING LAW

These Terms are governed by the laws of New Zealand.