Terms and Conditions:  The Terms and Conditions set out below (Terms) will apply to all wine ordered from Kingston Estate Wines (Sales) Pty Ltd ABN 95 167 546 769 (Seller) through by any person (Buyer).

 

Dispatch Condition: Wines will be clarified, cold stabilised, loaded via a 0.45 micron absolute filter and ready for bottling. All wines will be fit for human consumption and comply with the relevant destination wine regulations.

 

Delivery (Incoterms 2010): As per invoice issued by the Seller.

 

Payment Terms: Payment is due on or before the due date as stated on the invoice issued by the Seller.

If the value of the order causes the Buyer’s current outstanding balance to exceed its approved credit limit, then the Seller may require that the Buyer prepay part or all of the order or pay some or all of its other outstanding balance to enable the order to be dispatched, or may elect not to accept the order.

 

Purchase Orders:

1. Please send all orders by email to: kingstonsales@kewines.com.au

2. The Seller will acknowledge purchase orders by return email within 2 business days.

In order to identify payment please remit notification of your name and the amount of the transaction on or before the day of deposit via email at accounts.receiveable@kewines.com.au

Please note that international transactions can take up to 5 business days before they are settled in our account.

If the Buyer defaults in payment of any monies owing to the Seller, the Buyer must pay to the Seller compounding interest on all outstanding amounts at a rate of 1.5% per month (calculated daily) or the maximum permitted by law (whichever is lower) for invoice amounts that are past due, accruing from the date of default until the Seller receives payment. In addition, if payment is overdue the Seller may cancel or suspend dispatch of wines on reservation for the Buyer until all amounts due to the Seller have been paid.

 

Taxes:

1.  Unless otherwise stated, the amounts payable by the Buyer to the Seller for, or in connection with, any supply under this Agreement do not include any GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999), and the Buyer must pay the Seller (at the same time and in the same manner as the payments under this Agreement) an additional amount on account of GST equal to the invoiced amount multiplied by the prevailing GST rate.

2.  The Buyer must pay all other taxes, duties and other government charges payable or assessed in connection with this Agreement (excluding taxes assessed on the Seller’s income).

 

Reservations: All wine reservations are hereby confirmed by the Seller. However, it’s the responsibility of the Buyer to immediately notify the Seller of any change in reservation volume. The Seller may accept or reject any such change in reservation volume in its absolute discretion.

 

Wine Draw-downs: Draw-down periods for annual supply programs are as follows:

 

Whites 1st July Yr 0 – 30th June Yr 1

Rose 1st August Yr 0 – 31st July Yr 1

Reds 1st September Yr 0 – 31st August Yr 1

 

1. The Buyer is to supply the Seller with an indicative quarterly draw-down schedule one month prior to the start of each quarter (eg. for White wines: 1st June for July quarter, 1st September for October quarter, 1st December for January quarter, and 1st March for April quarter).

2. Annual program reservations are to be drawn-down in four equal quarterly instalments, unless otherwise agreed by the Seller. If, at the end of each quarter the Buyer has not drawn-down the full quarterly reservation the Seller may reduce the total reservation volume by the unused quarterly volume. The Seller will advise the Buyer in writing if there is any such change to the total reservation volume and re- confirm the remaining reservation. The remaining volume in the last quarter must be drawn by June 30th for Whites/Roses and August 31st for Reds.

3. Where a reservation is made for less than a full year’s supply, the reservation is to be drawn-down by the Buyer equally over the remaining quarters and the entire volume is to be drawn by June 30th for Whites/Roses and August 31st for Reds, unless otherwise agreed.

4. The Buyer is obligated under this wine reservation to draw-down the total volume of wine detailed. Wine not drawn-down by the end of the last quarter may be invoiced to the Buyer for payment along with a storage fee of AU$0.015/L per month or part thereof until the wine is dispatched in full.

 

Wine Samples:

1. Indicative Sample: The Seller will provide the Buyer with an indicative sample for approval. The Seller will store a hold-back sample for reference.

2.Final Sample: On approval of the indicative sample the wine will be blended and a final sample will be provided to the Buyer for re-tasting, analysis and approval, if required. If no feedback is received from the Buyer within 10 business days of the delivered date the Seller will proceed with supply on the basis the sample was accepted by the Buyer.

3. Pre-shipment Sample: At the request of the Buyer, the Seller will provide up to 2 pre-shipment wine samples for a wine being shipped within a 2 month dispatch period. If additional pre-shipment samples are required, the Seller may invoice the Buyer at cost for the additional samples plus delivery freight and duty (if applicable).

4. All wine samples will be provided in 750ml bottles under screwcap and should be tasted within 2 weeks of receipt.

5. The Seller is responsible for supplying the confirmed reservation within approved wine specification tolerances, taste profile and quality level.

6. The Seller has the right to over-blend a wine on reservation to maintain its condition during the full term of its draw-down. Before an over-blend is undertaken, the Seller will advise the Buyer and provide indicative samples for approval. The Seller will endeavour to closely match the original wine technical specifications.

 

Purchase Orders:

1. Orders are to be placed a minimum of 4 weeks prior to winery dispatch date (winery dispatch date is approximately five days prior to a vessel’s ETD) for approved new wine blends, and 3 weeks prior winery dispatch for subsequent wine dispatches.

2. The minimum dispatch volume (for annual reservations >500,000 litres) is 48,000 litres (two containers) per dispatch.

3. Where the same wine is ordered and being dispatched in two consecutive weeks the total volume on order will be prepared and shipped together as one dispatch.

 

Freight Forwarder:

1. The Buyer is to advise the Seller of their freight forwarder at the time of purchase.

2. Unless otherwise agreed, containers are to be shipped directly ex Port Adelaide (to avoid possible damage to containers when railed to Port Melbourne).

3. Confirmed orders and shipping cannot be changed by the freight forwarder or Buyer within 20 business days of the sailing date, unless agreed by the Seller in writing.

 

Bulk Containers:

1. Containers with flexi-bladders fitted are to be provided by the Buyer (including acquisition, mounting and fitment) for collection by the Seller in Adelaide.

2. The Seller will only fill food grade flexi-bladders which have been tested and approved by the Seller. The Seller will advise the Buyer if, in the Seller’s opinion,  the flexi-bladder has not been correctly mounted or the container is not in a clean and sound condition. The Seller is not obliged to use unacceptable flexi-bladders or containers to store or transport wine, and will not be responsible for any associated delay, failure to deliver or other costs.

3. The Seller will filter the wine as it is transferred into the flexitank using 0.45 micron absolute filter media. The flexitank will be filled to a minimum of 24,000 litres and the Seller will invoice based on the nominal fill of 24,000L.

4. ISO/steel tanks may be provided by the Buyer; however, these will incur a surcharge of AU$0.03 per litre. This charge relates to extra cellar and freight costs incurred. The Seller will invoice the Buyer based on the calibrated volume of the ISO/steel tank filled.

5. Containers are to be available for collection by the Seller at least 5 business days prior to the vessel’s cut-off date. In the event that flexitanks are not available within this timeframe, the shipment will be deferred to the next available freight vessel departure. In the event that flexitanks need to be filled and returned to the wharf within 5 business days, a AU$400.00 fee (per container) will be invoiced to the Buyer. This charge relates to the extra costs incurred in collecting and/or returning containers without a backload.

6. All wine should be received into an unloading tank at the destination within 10 weeks of vessel sailing date from Australia. The Seller will bear no responsibility or liability in relation to wines that exhibit re-fermentation characteristics where the fault is not identified until unloading and where the transit time to unloading exceeds 10 weeks from vessel sailing date in Australia.

 

Export Documents:

1. One tax invoice per purchase order will be issued by the Seller.

2. The Seller will email a copy of the tax invoice to the Buyer within 2 business days of the bill of lading date.

3. A full set of original documents (commercial invoice, packing list and container VI1 – if required) will be sent to the Buyer by courier within 10 business days of bill of lading.

4. The Seller will provide all Australian wine industry standard wine analysis and export approval documents. If the Buyer requires additional analysis or documents not (in the opinion of the Seller) common to the sale of bulk wine, these will incur an additional fee which will be detailed by the Seller.

 

Volume Variances: The Seller will determine and record all volumes dispatched by flow-meter or weight of the flexitank divided by density 20/20. If the Buyer records all unloading volumes by wine type and provides this information to the Seller for all wines, then at the end of the wine reservation actual shipped volumes can be reviewed. As the volume of wine recovered by the Buyer on unloading is influenced by the procedures and equipment available to the Buyer, the Seller will not consider claims for volume shortfall on unloading that cannot be corroborated by evidence of Gross and Tare Container Weight data pre and post unloading respectively.

 

Producer Acknowledgement: The Buyer must not use the Seller’s name/brand, trade marks or any other intellectual property on finished wine labelling or in any other materials or media without the prior written consent of the Seller.

 

Freight, Delivery and Insurance:

1. All prices are FOB to the Seller’s dock or point of shipment or as otherwise stated.

2. Delivery of wine to the Seller’s dock or point of shipment constitutes delivery to the Buyer

3. All risk of loss or damage in transit and all other risk in the wine passes to the Buyer at the point of delivery to the carrier.

4. The Buyer may make claims for loss or damage to the wine sustained while in transit only against the carrier.

5. Although the Seller will reasonably endeavour to deliver the wine in accordance with the Buyer’s requested date for delivery, no undertaking or warranty is given by the Seller that the wine will be delivered on the nominated date or any other date. The Seller shall not be liable for any claim or liability relating to any loss or damage, including consequential loss or damage, arising from delay in delivery or failure to deliver wine, either whole or in part, including due to circumstances beyond its control.

6. The Buyer must effect all insurance of the wine for the full insurable value of the wine.

7. The Buyer is solely responsible for the collection of all wine from the greed point of delivery.

 

Claims: The Seller is not liable for a claim or liability for shortage or damage unless a claim in writing is received by the Seller within 14 business days after delivery of the wine plus reasonable road, air or sea-freight transit time. Should the Buyer fail to notify the Seller within this specified period then the wine shall be deemed to be in compliance with the order and free from any defect whatsoever. This clause does not derogate from or otherwise affect the operation of any other provisions of these Terms.

 

Retention of Title:

1. The wine subject to these Terms remains the property of the Seller until the Buyer pays the Seller in full all monies owed to the Seller on any account. Until that time the Buyer holds all wine as bailee of the Seller, must store all wine separately so that it can be identified as the Seller’s, and the Seller shall be entitled to demand the return of the wine and may enter (or have its representatives enter) any premises occupied by the Seller in order to search for and remove the wine without liability to the Buyer (and the Buyer indemnifies the Seller against damages to property or personal injury which occurs as result of the Seller (or its representatives) entering the Buyer’s premises). If the Buyer alters the wine, then that altered wine becomes the supplied wine for the purpose of these Terms.

2. The Buyer must not allow any person (other than the Seller) to have or acquire any security interest in the wine provided under these Terms.  If the Buyer sells or otherwise deals with the wine before title has passed to it, it must hold the proceeds on trust for the Seller.

 

Liabilities and Indemnity:

1. The Seller excludes all guarantees, warranties, terms, conditions and representations, whether express or implied, and whether imposed by statue or common law except to the extent such guarantees, warranties, conditions, terms and representations cannot be legally excluded or restricted.

2. Where statutory provisions apply, the Seller’s liability to the Buyer for breach of a condition, warranty, term or shall be limited at the Seller’s option to the replacement of the wine or payment of the cost of resupply of the wine.

3. The Seller will not in any circumstance be liable for any personal injury (including death), special or consequential loss or damage (including without limitation loss of profits, loss of opportunity or business interruption) sustained or incurred by the Buyer or any third parties in consequence of or resulting directly or indirectly out of the supply of wine by the Seller, the use of the wine, any breach by the Seller of any provision of any contract incorporating these Terms or the negligence of the Seller and the Buyer indemnifies the Seller from and against any such claims.

 

Remedies:

1. If the Buyer breaches any obligation under these Terms, or any other contract with the Seller, or becomes insolvent, the Seller may (in addition to its other rights):

(a) withhold deliveries of wine under these Terms;

(b) by notice immediately cancel any order;

(c) by notice immediately terminate these Terms;

(d) by notice immediately suspend or terminate any other contract with the Buyer by giving written notice; and/or

(e) reserve and/or exercise its rights as Seller under the Sale of Goods Act 1895(South Australia) or any other equivalent or similar legislation.

2. Where the Seller exercises its rights under the previous clause, the Buyer must if required by written notice:

(a) pay the Seller for all wine already delivered under these Terms immediately; and

(b) pay to the Seller the greater of:

(c) 50% of the price which otherwise would have been due to the Seller for any outstanding orders; and

(d) the amount which is equal to the Seller’s actual loss (direct and indirect) arising as a result of the breach or insolvency of the Buyer, as determined by the Seller in its sole discretion (and the Buyer acknowledges and agrees that the amount calculated under this subclause is a genuine and reasonable pre-estimate of the Seller’s loss and is not a penalty).

Nothing in this clause affects any other remedy that may be available to the Seller.

 

Privacy:  Each party warrants that it has complied with its obligations under the Privacy Act 1998 in respect of any personal information of individuals disclosed by that party to the other party.  The Buyer will cooperate with the Seller as reasonably required to assist the Seller to meet its obligations under the Privacy Act in respect of personal information disclosed in connection with these Terms.

 

Miscellaneous:

1. The Seller is not liable for any failure to perform its obligations under these Terms arising from circumstances beyond its reasonable control (Force Majeure) including (without limitation) climatic conditions, industrial disputes, strikes, lockouts and delays by suppliers to the Seller. The Seller may suspend its obligations under these Terms, in whole or in part, at its option for the duration of the Force Majeure event by written notice to the Buyer. The Seller will resume performance of any suspended obligation upon cessation of the Force Majeure event.

2. The termination or expiry of these Terms does not affect the limitations of liability, indemnity and any other rights in favour of the Seller contained in these terms which will survive such termination or expiry.

3. If and to the extent that a provision of these Terms would, but for this clause, be unenforceable, the provision must be read down and, if the provision cannot be read down, it must be severed without affecting the validity and enforceability of the remainder of these Terms.

4. These Terms are governed by the law in force in South Australia and the parties submit to the non–exclusive jurisdiction of the courts of South Australia and any courts which have jurisdiction to hear appeals from any of those courts.

5. These Terms bind the parties and their respective successors and permitted assigns.

6. The Buyer must not assign, transfer or dispose of its interest in these Terms without the prior written approval of the Seller. The Seller may assign transfer or dispose of its interest in these Terms at any time by notice to the Buyer and the Seller must do all things required to give effect to such assignment, transfer or disposal.

7. These Terms constitute the entire agreement between the parties for the supply of wine by the Seller to the Buyer and supersede previous arrangements or any terms put out by the Buyer. Terms and Conditions are subject to change by the Seller at any time without notice.  Current Terms and Conditions are made available on the Seller’s website at https://www.kingstonestatewines.com/terms-conditions