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Auntsfield Estate Limited – domestic Terms of Trade

  1. Definitions
    1. In these terms and conditions of trade the following words shall have the meanings specified:
      1. Auntsfield
        Auntsfield Estate Limited, NZBN 9429039281500.
      2. Consumer Guarantees Act
        the Consumer Guarantees Act 1993 (New Zealand).
      3. Customer
        the person, company or other entity purchasing Goods from Auntsfield who is based in New Zealand and where the delivery of the Goods ordered by that customer is to be effected in New Zealand.
      4. Goods
        wine being purchased by the Customer from Auntsfield.
      5. Order
        the meaning specified in clause 2.1.
      6. PPSA
        the Personal Property Securities Act 1999.
      7. PPSR
        the Personal Property Securities Register.
      8. Price
        in respect of Goods, Auntsfield’s standard price for supplies of those Goods as last notified to the Customer before the date of the Order and indicated on invoices for those Goods produced by Auntsfield and given to the Customer.
      9. Terms
        these terms and conditions of trade for Customers.

  1. Ordering
    1. Orders. Orders for Goods must be placed online, on Auntsfield’s website at www.auntsfield.co.nz or by email (Order).
    2. Offer and acceptance. When the Customer submits an Order, the Customer is offering to purchase the relevant Goods. Auntsfield may accept or reject that offer in its sole discretion.
    3. Cancellation. The Customer may not cancel their Order without Auntsfield’s consent and Auntsfield may charge a fee in respect of costs reasonably incurred by Auntsfield concerning those Goods and the subsequent cancellation.
  2. Price and payment
    1. Price. For goods sold directly to the end customer- The Price is inclusive of any goods and services tax (or similar), but is exclusive of delivery costs or freight which, for the avoidance of doubt, will be at the sole cost of the Customer unless agreed to or paid for at purchase. For goods sold directly to the Trade- the price is exclusive of any goods and services tax (or similar) but is inclusive of delivery costs or freight unless the customer has agreed to pay for this at purchase.
    2. Dollars. Unless stated otherwise, all Prices or other amounts are in New Zealand dollars.
    3. Due date. Payment of invoices shall be due on the date specified as the “due date” on the invoice (time being of the essence).
    4. Default. If the Customer defaults in payment of the Price, Auntsfield may in addition to its other rights:
      1. charge the Customer weekly interest on the overdue amount based on Auntsfield’s banker’s overdraft interest rate per annum plus 2%; and
      2. cancel or withhold the supply of any the Goods or any further Goods.
    5. Set-off. Auntsfield has a full right of set-off with respect to amounts owed by the Customer to Auntsfield under these Terms in relation to any monies owing by Auntsfield to the Customer.
    6. Costs. The Customer will pay Auntsfield’s legal costs and collection charges for any action required by Auntsfield to recover payment of an invoice from the Customer.
  3. Delivery
    1. Delivery to Customers. Delivery of the Goods to Customers shall occur when Auntsfield places such Goods at the disposal of the Customer at their premises unless the parties agree otherwise in writing (Delivery), and no failure or refusal by the Customer to take possession of any Goods shall affect the time of Delivery. All deliveries to the Customer are by courier and direct to the Customer’s premises specified in the relevant Order unless otherwise agreed. The courier does require a signature upon delivery. If no one is available at the delivery address, the Goods will be left, at the courier’s discretion, in a location specified in the relevant Order or returned to the depot.
    2. Address. The Customer is responsible for providing the correct delivery address and location when making an Order.
    3. Accessibility.
      1. The Customer shall ensure that the delivery address is easily accessible for Auntsfield’s nominated courier, and that it is safe for those couriers to enter the Customer’s premises in order to complete the Delivery.
      1. Customer will be contacted by the courier to make alternative arrangements.
      2. reserves the right to charge the Customer an additional delivery fee in respect of any deliveries repeated in accordance with clause 4.3.2.
    4. Authority. Auntsfield’s nominated carrier shall be entitled to assume that any person accepting delivery of the Goods has the express authority of the Customer to do so.
    5. Time not guaranteed. Other than as required by law, dates and times for delivery given by Auntsfield are estimates only and are not guaranteed.
    6. No liability. Other than as required by law, Auntsfield will not be liable for any failure to deliver, or delay in the delivery of, the Goods due to any cause beyond its reasonable control.
  4. Risk
    1. Passing of risk. All risk for the Goods passes to the Customer on Delivery.
    2. Deemed delivery. If the Customer does not enable Auntsfield’s nominated carrier to make Delivery, does not take possession of the Goods or does not provide Auntsfield with instructions sufficient to enable Auntsfield to deliver the Goods within 5 working days’ notice to the Customer that the Goods are ready for Delivery, or any Delivery or freight service returns the Goods to Auntsfield, the Customer shall be deemed to have taken Delivery of the Goods from such date.
    3. Storage charges. If, in accordance with clause 5.2, the Customer has not taken possession of the Goods then the Customer shall be liable to pay any storage charges on written demand by Auntsfield.
    4. Insurance proceeds. If any or all of the Goods are damaged or destroyed prior to payment for those Goods, Auntsfield is entitled to receive all insurance proceeds payable for the Goods. These Terms are sufficient evidence of Auntsfield’s right to receive the insurance proceeds.
  5. Defects
    1. Defects. The Customer shall inspect the Goods on delivery and shall within 24 hours of delivery notify Auntsfield in writing of any alleged defect, damage or shortage in quantity and quoting your Order number. The Customer shall make the Goods available for inspection by Auntsfield or Auntsfield’s agent following Delivery if the Customer believes the Goods are defective in any way. If the Customer fails to comply with this clause the Goods shall, to the maximum extent permitted by law, be deemed to be free from any defect or damage. When returns are necessary, the Goods must be returned within seven days of receipt in the same condition as they left Auntsfield, and with shipping prepaid by the Customer. Goods returned must be packaged carefully to avoid damage in transit. Auntsfield does not accept liability for returned Goods lost or damaged during transit to it.
    2. Remedy. In circumstances where Auntsfield has agreed in writing that the Goods are defective, damaged or there is a shortage in quantity, Auntsfield may at its sole discretion elect to replace the Goods or issue the Customer with store credit limited to the value of the defective Goods.
  6. Security Interest
    1. PPSA. The Customer acknowledges and agrees:
      1. that they grant Auntsfield a security interest in the Goods under section 17 of the PPSA, and more particularly a purchase money security interest (as that term is defined in section 16 of the PPSA) over the Goods, to secure their performance of these Terms;
      2. to provide all information and do all things as Auntsfield may require to register a financing statement against the Customer in respect of the Goods on the PPSR;
      3. to waive their right to receive a copy of any verification statement under the PPSA and that:
        (a) the Customer has no rights under sections 114(1)a), 116, 120(3) and 121 of the PPSA; and
        (b) any of Auntsfield’s rights in addition to those in Part 9 of the PPSA shall continue to apply;
      4. that the Customer will not permit to subsist any other security interest concerning the Goods; and
      5. to indemnify Auntsfield for all expenses that it incurs in registering a financing statement, financing change statement, releasing Goods charged by the statement or repossessing the Goods.
    2. Customer undertakings. The Customer undertakes:
      1. to sign any further documents and provide any information which Auntsfield may reasonably require to register a financing statement or financing change statement on the PPSR or releasing any Goods charged; and
      2. to not register a financing change statement or a change demand without the prior written consent of Auntsfield.
    3. Exclusions. Auntsfield and the Customer agree that nothing in sections 114(1)(a), 132, 133 and 134 of the PPSA shall apply to these Terms.
    4. Waivers. The Customer waives any rights as a debtor under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA. The Customer also waives its right to receive a verification statement in accordance with section 148 of the PPSA.
  7. Customer’s Acknowledgements
    1. Eligibility of Goods. The Goods are made to comply with New Zealand winemaking standards under a Winemaking Standards Management Plan which is audited on behalf of the New Zealand Ministry for Primary Industries on an annual basis.
    2. Exclusions. The Customer acknowledges that, except as provided for in clauses 8.1:
      1. neither Auntsfield nor any person acting on Auntsfield’s behalf has made representations or given any promise or undertaking in relation to the quality of the Goods, their fitness for purpose or their usage;
      2. no warranty, condition, description or representation, expressed or implied, is given on the part of Auntsfield; and
      3. any warranties and guarantees express or implied by law or statute or otherwise, as to the quality or fitness for any purpose of the Goods, are hereby excluded to the fullest extent permitted by law.
    3. Business acquisitions. The Customer acknowledges that:
      1. when Goods are acquired for the purposes of “business” (as that term is defined in the Consumer Guarantees Act) all guarantees and remedies in the Consumer Guarantees Act are excluded to the maximum extent permitted by law; and
      2. the Customer will not do or omit to do anything which gives rise to any liability on the Customer’s part or on the part of Auntsfield under the Consumer Guarantees Act.
    4. Exclusion of liability. Notwithstanding any other provision of these Terms:
      1. Auntsfield will not be liable to the Customer for any loss of profit, loss of revenue, or any other special, indirect or consequential loss, damage or injury of any kind, however arising, whether under contract, in tort or otherwise; and
      2. if Auntsfield is ever liable to the Customer or to any other person, Auntsfield’s liability, in aggregate, whether under contract, in tort, implied by law or otherwise, in relation to any claim, expense, damage, loss, injury or any other liability of any kind, howsoever caused, will to the maximum extent permitted by law be limited to the replacement of any defective Goods to which the liability relates or, at the Auntsfield’s discretion, to the invoice value of the defective Goods to which the liability relates.
  8. Cancellation
    1. Auntsfield cancellation. Auntsfield may cancel any contract to which these Terms apply or cancel Delivery or any Order of Goods at any time before the Goods are Delivered by giving written notice to the Customer. Upon giving such notice, Auntsfield shall repay to the Customer any sums received in respect of the Price. Auntsfield shall not be liable for any loss or damage whatsoever arising from such cancellation.
    2. Customer cancellation. In the event that the Customer cancels Delivery, the Customer shall be liable for any loss incurred by Auntsfield (including, but not limited to, any loss of profits) up to the time of cancellation.
  9. General
    1. The Customer (in the case of entities, any person authorised to purchase the Goods on behalf of the entity) warrants that they are 18 years of age or older. Auntsfield may request that the Customer provides valid photo identification to prove this warranty as a condition of supplying the Goods.
    2. If any provision of these Terms shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    3. Jurisdiction.  These Terms are governed by the laws of New Zealand and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.
    4. No set off.  The   Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by Auntsfield.
    5. Force majeure.  Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of that party.
    6. No waiver.  The failure by Auntsfield to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect Auntsfield’s right to subsequently enforce that provision.
    7. Hierarchy.  In the event of a discrepancy between an agreement between Auntsfield and the   Customer and these Terms, these Terms shall prevail.
    8. Assignment. The Customer shall not assign, transfer or otherwise dispose of any rights or sub-contract any obligations under these Terms without Auntsfield’s prior written consent.

Auntsfield Estate Limited – International Terms of Trade

  1. Definitions
    1. In these terms and conditions of trade, the following words shall have the meanings specified:
      1. Auntsfield
        Auntsfield Estate Limited, NZBN 9429039281500.
      2. CIF terms
        the “Cost Insurance and Freight” provisions of the Incoterms.
      3. Consumer Guarantees Act
        Guarantees Act the Consumer Guarantees Act 1993 (New Zealand).
      4. Customer
        the person, company or other entity purchasing Goods from Auntsfield who is not based in New Zealand and where the supply of the Goods ordered by that Customer is affected outside New Zealand.
      5. DAP terms
        the “Delivered at Place” provisions of the Incoterms.
      6. EXW terms
        the “Ex Works” provisions of the Incoterms.
      7. FOB terms
        the “Free on Board” provisions of the Incoterms.
      8. Goods
        wine being purchased by the Customer from Auntsfield.
      9. Incoterms
        the 2020 revision of the International Chamber of Commerce’s official rules for the interpretation of trade terms.
      10. Order
        the meaning specified in clause 2.1.
      11. Price
        in respect of Goods, Auntsfield’s standard price for supplies of those Goods (under the Relevant Incoterms, if applicable) as last notified to the Customer before the date of the Order and indicated on invoices for those Goods produced by Auntsfield and given to the Customer.
      12. Relevant Incoterms
        in respect of any Goods ordered by the Customer, the Incoterms on which those Goods were ordered under clause 2.1, being FOB terms, EXW terms, DAP terms or CIF terms (as the case may be).
      13. Terms
        these terms and conditions of trade for Customers.
  2. Ordering
    1. Orders. Orders for Goods must be placed by emailing Auntsfield with an official PO containing the purchasing company name and address in full, the goods for purchase, the terms of the goods, shipping terms and the price of the goods.
    2. Incoterms. A Customer must specify in its Order whether it is ordering Goods on FOB terms, EXW terms, DAP terms or CIF terms. When a Customer makes an Order, each Order incorporates these Terms and these Terms apply to the Customer making the Order.  The Customer acknowledges that when making an Order, for sales on:
      1. FOB terms, the Customer must specify in its Order a port of shipment and a loading point within that port of shipment and if the Customer fails to provide a loading point within the named port of shipment, it authorises Auntsfield to select the loading point within the named port of shipment that best suits Auntsfield’s purpose.
      2. EXW terms, the Customer must specify in its Order a named place of delivery and a precise point of delivery within that named place of delivery and if the Customer fails to provide a precise point of delivery within the named place, it authorises Auntsfield to select the point of delivery that best suits Auntsfield’s purpose.
      3. DAP terms, the Customer must specify in its Order the named place of destination and a specific point of delivery at that named place of destination and if the Customer fails to provide a specific point of delivery within the named place, it authorises Auntsfield to select the point of delivery at the named place that best suits Auntsfield’s purpose.
      4. DAP terms, the Customer must specify in its Order the named place of destination and a specific point of delivery at that named place of destination and if the Customer fails to provide a specific point of delivery within the named place, it authorises Auntsfield to select the point of delivery at the named place that best suits Auntsfield’s purpose.
  3. Offer and acceptance.  When the Customer submits an Order, the Customer is offering to purchase the relevant Goods.  Auntsfield may accept or reject that offer in its sole discretion.
  4. Cancellation.  The Customer may not cancel their Order without Auntsfield’s consent and Auntsfield may charge a fee in respect of costs reasonably incurred by Auntsfield concerning those Goods and the subsequent cancellation.
  5. Price and payment
    1. Price.  The Price is inclusive of any goods and services tax (or similar), but is exclusive of tariffs, ports charges, demurrage, delivery costs or freight which, for the avoidance of doubt, will be at the sole cost of the Customer unless otherwise agreed in writing.
    2. Dollars.  Unless stated otherwise, all Prices or other amounts are in New Zealand dollars.
    3. Due date.  Payment of invoices shall be due on the date specified as the “due date” on the invoice (time being of the essence).
    4. Default.  If the Customer defaults in payment of the Price, Auntsfield may in addition to its other rights:
      1. charge the Customer weekly interest on the overdue amount based on Auntsfield’s banker’s overdraft interest rate per annum plus 2%; and
      2. cancel or withhold the supply of any the Goods or any further Goods.
    5. Set-off.  Auntsfield has a full right of set-off with respect to amounts owed by the Customer to Auntsfield under these Terms in relation to any monies owing by Auntsfield to the Customer.
    6. Costs.  The Customer will pay Auntsfield’s legal costs and collection charges for any action required by Auntsfield to recover payment of an invoice from the Customer.
  6. Supply
    1. Supply.  Goods will be supplied to the Customer in accordance with the Relevant Incoterms which terms include (without limitation) provisions as to the method of delivery, insurance obligations and point at which risk in the Goods passes to the Customer. 
    2. Address. The Customer is responsible for providing the correct delivery details specified in clauses 2.2.1 to 2.2.3 (as applicable) when making an Order.
    3. Time not guaranteed.  Other than as required by law, dates and times for delivery or supply given by Auntsfield are estimates only and are not guaranteed.
    4. Storage charges.  If the Customer does not provide Auntsfield with instructions sufficient to enable Auntsfield to supply the Goods or does not take possession of the Goods then the Customer shall be liable to pay any storage charges on written demand by Auntsfield.
    5. No liability.  Other than as required by law, Auntsfield will not be liable for any failure to deliver, or delay in the delivery of, the Goods due to any cause beyond its reasonable control.
  7. Defects
    1. Defects.  The Customer shall inspect the Goods on supply and shall within 5 days of delivery notify Auntsfield in writing of any alleged defect, damage or shortage in quantity and quoting your Order number.  The Customer shall make the Goods available for inspection by Auntsfield or Auntsfield’s agent following supply if the Customer believes the Goods are defective in any way.  If the Customer fails to comply with this clause the Goods shall, to the maximum extent permitted by law, be deemed to be free from any defect or damage.  When returns are necessary, the Goods must be returned within seven days of receipt in the same condition as they left Auntsfield, and with shipping prepaid by the Customer. Goods returned must be packaged carefully to avoid damage in transit.  Auntsfield does not accept liability for returned Goods lost or damaged during transit to it.
    2. Remedy.  In circumstances where Auntsfield has agreed in writing that the Goods are defective, damaged or there is a shortage in quantity, Auntsfield may at its sole discretion elect to replace the Goods or issue the Customer with store credit limited to the value of the defective Goods.
  8.  Customer’s Acknowledgements
    1. Eligibility of Goods. The Goods are made to comply with New Zealand winemaking standards under a Winemaking Standards Management Plan which is audited on behalf of the New Zealand Ministry for Primary Industries on an annual basis.
    2. FOB and CIF supplies.  Only in FOB and CIF sales to the Customer does Auntsfield guarantee condition, quantity as sold, and weights at port of Goods and time of shipment, subsequent risk being the Customer’s.  The bill of lading as between Auntsfield and the Customer shall be conclusive evidence that the Goods were shipped in good order and condition unless otherwise specified.  Insurance certificates and delivery orders shall be deemed equivalent to insurance policies and bills of lading respectively.
    3. DAP supplies.  Only in DAP sales to the Customer does Auntsfield guarantee condition, quantity as sold and weights at time of the Goods being placed at the disposal of the Customer, subsequent risk being the Customer’s.  The bill of lading as between Auntsfield and the Customer shall be conclusive evidence that the Goods were shipped in good order and condition unless otherwise specified.  Insurance certificates and delivery orders shall be deemed equivalent to insurance policies and bills of lading respectively.
    4. Exclusions. The Customer acknowledges that, except as provided for in clauses 6.1, 6.2 and 6.3:
      1. neither Auntsfield nor any person acting on Auntsfield’s behalf has made representations or given any promise or undertaking in relation to the quality of the Goods, their fitness for purpose or their usage;
      2. no warranty, condition, description or representation, expressed or implied, is given on the part of Auntsfield; and
      3. any warranties and guarantees express or implied by law or statute or otherwise, as to the quality or fitness for any purpose of the Goods, are hereby excluded to the fullest extent permitted by law. 
    5. Exclusion of liability.  Notwithstanding any other provision of these Terms:
      1. Auntsfield will not be liable to the Customer for any loss of profit, loss of revenue, or any other special, indirect or consequential loss, damage or injury of any kind, however arising, whether under contract, in tort or otherwise; and
      2. if Auntsfield is ever liable to the  Customer or to any other person, Auntsfield’s liability, in aggregate, whether under contract, in tort, implied by law or otherwise, in relation to any claim, expense, damage, loss, injury or any other liability of any kind, howsoever caused, will to the maximum extent permitted by law be limited to the replacement of any defective Goods to which the liability relates or, at the Auntsfield’s discretion, to the invoice value of the defective Goods to which the liability relates.
  9. Cancellation
    1. Auntsfield cancellation.  Auntsfield may cancel any contract to which these Terms apply or cancel supply or any Order of Goods at any time before the Goods are Delivered by giving written notice to the Customer.  Upon giving such notice, Auntsfield shall repay to the Customer any sums received in respect of the Price.  Auntsfield shall not be liable for any loss or damage whatsoever arising from such cancellation.
    2. Customer cancellation.  In the event that the Customer cancels an Order of Goods, the Customer shall be liable for any loss incurred by Auntsfield (including, but not limited to, any loss of profits) up to the time of cancellation.
  10. General
    1. Age verification.  The Customer (in the case of entities, any person authorised to purchase the Goods on behalf of the entity) warrants that they are 20 years of age or older.  Auntsfield may request that the Customer provides valid photo identification to prove this warranty as a condition of supplying the Goods.
    2. Severability.  If any provision of these Terms shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    3. Jurisdiction.  These Terms are governed by the laws of New Zealand and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.
    4. No set off.  The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by Auntsfield.
    5. Force majeure.  Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of that party.
    6. No waiver.  The failure by Auntsfield to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect Auntsfield’s right to subsequently enforce that provision.
    7. Hierarchy.  In the event of a discrepancy between an agreement between Auntsfield and the Customer and these Terms, these Terms shall prevail.
    8. Assignment.  The Customer shall not assign, transfer or otherwise dispose of any rights or sub-contract any obligations under these Terms without Auntsfield’s prior written consent.

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