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 Payment: You will initially pay a non-refundable deposit of approximately 75% of the estimated total price (“First Payment”). You will be issued with a First Payment summary shortly after the En Primeur cut-off date of 30 June annually. You agree that the First Payment will not be held in trust and may be used by us for operational purposes in connection with securing and managing En Primeur allocations. You acknowledge and accept that these funds are not segregated or subject to any fiduciary obligation, and may not be recoverable in the event of insolvency.

2.1.2.    Second Payment: This is the final balance, invoiced approximately two years later, which includes all actual costs relating to bottling, shipping, insurance, import duties, delivery, and applicable GST on the entire purchase price (“Second Payment”). This price may vary from the initial En Primeur price initially quoted to you and you agree to pay the Second Payment as invoiced to you.

 

3.         Payment Terms and Defaults

3.1.       The First Payment is due within 20 calendar days of issuance of the First Payment Summary.

3.2.       The Second Payment 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 in the wine passes to you only upon full payment of both First and Second Payments. Wine shall be at your risk on issuance of the Second Payment invoice.

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.       The nature of En Primeur purchasing means that the exact supply cannot be guaranteed. We do not make any representations as to quality, taste or value of the supplied products and you agree that there may be variations from your initial order and during the winemaking process.

4.2.       All orders are subject to final confirmation from our suppliers. While we will use reasonable endeavours to fulfil your order as requested, supply is not guaranteed until confirmed by us.

4.3.       You agree that we have not made any warranties or representations about the timeframe for delivery and you further agree that the time of delivery is not an essential term of the contract.

4.4.       In the event of a shortfall or total non-supply of your order, we may at your election:

4.4.1.    Substitute alternative similar wines of comparable value. Any substitutions shall be at our discretion and may include different bottle sizes or wine variety; or

4.4.2.    Refund you for any non-supplied portion of your order, less any reasonable expenses we have incurred.

4.5.       You agree that we shall have no liability beyond clause 4.4 for any shortfall or non-supply of your order, including for any consequential loss, loss of use of money, interest, loss of value of the goods or opportunity cost.

 

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 agree and understand that there is likely to be variation in the goods supplied, and you explicitly confirm your acceptance of the variations.

 

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" refers to a wine purchasing model where customers commit to buy wines before they are bottled and released to market.
• "First Payment" is the deposit payable following the closing of an En Primeur offer.
• "Second Payment" is the balance payable upon the wine’s arrival and prior to delivery.
• "GST" means Goods and Services Tax under the Goods and Services Tax Act 1985.
• "We", "us", or "our" refers to Normanby Fine Wines Limited.
• "You" or "Customer" means the purchaser of the wine under these terms and includes, jointly and severally, any agent, representative or person acting on behalf of a company or trust.