Terms of service
Terms of Trade for En Primeur Wine Purchases
1. General
1.1. These Terms of Trade apply to all En Primeur purchases made through Normanby Fine Wines Limited ("we", "our", or "us") by you ("you" or "the customer").
1.2. En Primeur is a wine futures purchasing program whereby customers commit to purchasing wines while they are still in barrel, typically around two years before bottling and delivery.
1.3. These terms are governed exclusively by the laws of New Zealand, and by purchasing from us, you agree to submit to the jurisdiction of New Zealand.
1.4. These terms apply to all En Primeur purchases from us, including through our website (www.winefutures.co.nz) or through our retail store, any brochures or marketing materials and any other En Primeur offers.
1.5. You warrant to us that you are legally entitled to purchase alcohol. We do not accept any liability if you are unable to legally purchase alcohol.
2. Structure of En Primeur Purchases
2.1. By placing an order, you agree to payment as follows:
2.1.1. First invoice (full payment): Following confirmation of your En Primeur allocation, you will be invoiced for the full purchase price of the allocated wine ("Purchase Price"), including GST on the wine allocation where applicable. A Purchase Summary will be issued shortly after the En Primeur cut-off date of 30 June annually. Upon receipt of full payment, ownership of the allocated wine passes to you, subject to these Terms and Conditions. You acknowledge that the wine may not be bottled, shipped, imported, or physically available for delivery at the time of purchase, and that Normanby will hold and manage the allocation on your behalf until delivery becomes possible. Funds received are not held in trust, are not segregated, and may be used by us for operational purposes in connection with securing and managing En Primeur allocations.
2.1.2. Second invoice – Delivery & Import Costs: Approximately two years later, when the wine is ready for shipment and importation, you will be invoiced for the actual costs associated with bottling, freight, insurance, import duties, customs charges, storage, delivery, and any GST applicable to those costs ("Second Invoice"). These costs are estimates only at the time of purchase and may vary due to exchange rates, freight costs, government charges, taxes, duties, or other factors beyond Normanby's control. You agree to pay the Second Invoice as rendered prior to release or delivery of the wine.
2.1.3 Ownership and Risk: Upon receipt of First invoice (full payment), legal and beneficial ownership of the allocated wine passes to the purchaser. The allocation is specific to the purchaser and may not be substituted, reallocated or resold by Normanby without the purchaser's consent, except where required as a result of supplier non-delivery, force majeure, or circumstances beyond Normanby's reasonable control.
3. Payment Terms and Defaults
3.1. The First invoice is due within 20 calendar days of issuance of the First Payment Summary.
3.2. The Second invoice is due on or before delivery of the wine.
3.3. We may charge interest on overdue accounts at a rate of 1.5% per month compounding.
3.4. Title to, and beneficial ownership of, the allocated wine passes to you upon payment in full of the First Invoice (being the invoice for the purchase of the wine allocation). From that time, the wine allocation shall be held by Normanby on your behalf pending bottling, shipment, importation and delivery. Normanby may not substitute, reallocate or resell the allocation without your consent, except where required due to supplier non-delivery, force majeure, or circumstances beyond Normanby's reasonable control. Risk in relation to market value fluctuations, appreciation or depreciation of the wine passes to you upon payment of the First Invoice. Risk associated with physical loss or damage while the wine remains in the custody of Normanby, its suppliers, agents or carriers shall remain with Normanby until delivery to you.
3.5. If you pay by credit card, you agree to indemnify us against any default by your credit card company to make full payment to us.
3.6. If you are in receipt of any products which you have not paid for by the due date, we may recover any of those products. You agree that we are entitled to exercise a lien over those goods, and we may resell those goods, without compensation to you, if payment is not received by the due date.
3.7. We may recover from you all costs, liabilities and losses associated with any default by you, including any enforcement costs (including legal costs on a solicitor/client indemnity basis). We may set off any loss against any accounts you may hold with us.
3.8. In the event of a default, we reserve the right to withhold delivery until payment is made in full.
4. Supply of Goods
4.1 Upon confirmation of your En Primeur allocation and payment of the Purchase Price, the allocated wine is purchased by and belongs to you, subject to these Terms and Conditions. The wine may not yet be bottled, released, shipped, imported, or available for physical delivery at the time of purchase.
4.2 We will use reasonable endeavours to secure, manage, import and deliver your allocated wine in accordance with the allocation confirmed by the producer or supplier. Delivery dates are estimates only and may be affected by production schedules, bottling timelines, shipping, customs clearance, regulatory requirements and other factors outside our reasonable control.
4.3 You acknowledge and agree that the timing of delivery is not an essential term of this agreement and that delays in production, bottling, shipment, importation or delivery will not entitle you to cancel your purchase or seek a refund, except as expressly provided for in these Terms and Conditions.
4.4 If a producer or supplier fails to supply all or part of your allocated wine, or a shortage occurs prior to delivery that is outside Normanby's reasonable control, we will promptly notify you and, at your election:
4.4.1 receive a refund of the purchase price attributable to the affected allocation; or
4.4.2 accept an alternative wine allocation of equivalent value, if available and agreed by you.
4.5 Except as provided in clause 4.4, Normanby shall have no further liability for any shortfall, delay or failure in supply caused by the producer, supplier, carrier, customs authority, government agency, force majeure event or any other circumstance beyond Normanby's reasonable control.
5. Force Majeure
5.1. We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, weather events, strikes and industrial action, natural disasters, government restrictions, terrorism, labour or supply shortages, criminal activity, monetary or economic conditions, transportation delays, customs restrictions, pandemics, or supplier disruption.
6. Assignment
6.1. You may not assign your rights under this agreement without our prior written consent. We may assign our rights under this agreement without requiring your prior consent.
7. Consumer Guarantees Act and Fair Trading Act
7.1. If any goods under this Agreement are purchased for business or commercial purposes, the Consumer Guarantees Act 1993 does not apply.
7.2. For the purposes of the Fair Trading Act 1986, you acknowledge and accept that wine purchased En Primeur is acquired prior to bottling, release and delivery. As such, there may be variations arising from the normal winemaking, maturation, bottling, labelling, packaging and shipping processes, and you agree that such variations do not constitute a defect or misrepresentation of the goods supplied.
8. Notices and Communication
8.1. All communications, including invoices, will be sent to your nominated email or postal address.
8.2. You are responsible for keeping us informed of any changes to your contact details.
8.3. Notices are deemed to be received at the time of sending by email or in person, or 4 working days if sent by post to your nominated email or postal address.
9. Wish Lists
9.1. We may from time to time permit you to create a “wish list” of indicative requests of En Primeur purchases.
9.2. We are under no obligation to fulfil your wish list orders and any wish list requests shall not constitute a binding order, offer or acceptance.
9.3. If we are able to supply any item on your wish list and choose to do so, we will contact you with a proposal for purchase. If you choose to accept our proposal, it will create a binding contract order and the terms of this Agreement shall apply.
10. Amendments
10.1. We may amend these Terms of Trade from time to time by notice on our website. The version in force at the time of your order will apply.
11. Entire Agreement
11.1. These terms represent the entire agreement between you and us in relation to En Primeur purchases and supersede all prior discussions or representations.
12. Definitions
In this agreement:
"En Primeur" means a wine purchasing arrangement under which a customer purchases and pays for an allocation of wine prior to bottling, release, importation and physical delivery.
"First Invoice" means the invoice issued for the full purchase price of the allocated wine, including GST where applicable, following confirmation of the customer's En Primeur allocation.
"Second Invoice" means the invoice issued for the actual costs associated with bottling, shipping, insurance, import duties, customs charges, storage, delivery and any GST applicable to those costs.
"Purchase Price" means the full purchase price payable for the allocated En Primeur wine as specified in the First Invoice.
"GST" means goods and services tax imposed under the Goods and Services Tax Act 1985.
"Wine Allocation" means the specific quantity of wine allocated and sold to the Customer pursuant to an En Primeur offer.
"We", "us" or "our" means Normanby Fine Wines Limited.
"You", "your" or "Customer" means the purchaser of the wine under these terms and includes, jointly and severally, any agent, representative, trustee, company, trust or person acting on behalf of another person or entity.
