Bacchus Wine Merchant - Credit Application Form

Building 1, Warehouse 4

161 Manchester Road,  Auburn NSW 2144 

ABN 72 338 923 086 

Liquor Licence: LIQW880015519 

Phone: 1300 309 773 

Email: accounts@bacchuswinemerchant.com.au

To assist with our payment remittance please provide your bank details below. Please note these are confidential and will only be reviewed if there is an issue with the account.

Terms and conditions of sales

1. These terms and conditions shall apply in respect of all contracts entered into by Bacchus Wine Merchants Trust (“the Company”) as the seller of wine and any other products (“the products”) unless they are specifically varied by an instrument in writing signed by and on behalf of both the Company and the purchaser of the products.

2. Stipulations as to time in any contract shall be of the essence of the contract.

3. References herein to amounts owing to the Company for products and services, and payment in respect therefore, include all Government taxes and imposts in respect of such products and/or services levied from time to time, including but not limited to Goods and Services Tax, Wine Equalisation Tax and excise duty at the rates so legislated.

4. The purchaser agrees that it is not entitled to any credit facilities until it receives notice in writing (“the notice”) from the Company stating that credit facilities have been given. Until the purchaser receives such notice in writing from the Company any goods that are supplied by the Company to the purchaser shall be on the basis of cash upon delivery.

5. The parties agree that in the event of the Company, prior to approving credit, granting to the purchaser time to pay for any goods supplied then such supply shall not amount to a waiver by the Company of any of these terms and conditions nor be construed or be taken either directly or by implication as a granting by the Company of credit facilities to the purchaser and no credit facilities shall be granted unless so stated in writing.

6. Notwithstanding any other provisions of the contract, or of these terms and conditions, risk in the products shall pass to the purchaser upon delivery of the products to the purchaser. Delivery shall be deemed to have occurred either upon the purchaser collecting the products from the Company’s premises or upon the Company delivering the products to the purchaser’s usual place of business noted on this application or at such other destination as directed to the Company by the purchaser in writing. In the case of FOB/FOR contracts, delivery shall be deemed to have occurred when the products are loaded upon the vehicle, aircraft or other vessel designated for transportation of the products.

7. In consideration of the Company granting credit facilities to the purchaser then the following terms shall apply:

   1. All accounts are to be settled in full within 30 days of invoice date.

   2. That should the purchaser default in the payment of any monies due under a contract then all monies due to the Company shall immediately become due and payable and shall be paid by the purchaser within seven (7) days of the date of demand and the Company shall be entitled to charge interest at the rate of 2.5% per month and all invoice discounts will be removed on all overdue accounts from the date of due payment until the date of actual payment.

   3. Any expenses, costs or disbursements incurred by the Company in recovering any outstanding monies including debt collection agency fees and solicitor’s costs shall be paid by the purchaser.

   4. The Company shall be entitled at any stage during the continuance of these terms and conditions to request such security or additional security as the Company shall in its discretion think fit and shall be entitled to withhold supply of any goods or credit arrangements until such security or additional security shall be obtained.

8. Notwithstanding any other provisions of the contract, or of these terms or conditions, property in and ownership of the products shall not pass to the purchaser until the Company has received cleared funds in full payment for the products.

9. Until the Company has received cleared funds in full payment for the products the purchaser shall hold the products on a fiduciary basis only and as bailee for the Company and thereby shall, inter alia, have the following obligations:

   1. At its own expense to keep the products in good condition, properly and safely stored, and by reference to the relevant contract, separately from any other products held by the purchaser, and otherwise marked in such a way that they are clearly identifiable as the property of the Company.

   2. To not sell or agree to sell or pledge, charge or encumber the products, or any part thereof, or attempt to do so other than as agent for the Company (and then only subject to the provisions of the contract).

   3. In the event that the purchaser sells the products, or any part thereof, as agent for the Company, all monies paid by the buyer to the purchaser shall be held by the purchaser on trust for the Company, and forthwith on receipt thereof, the purchaser shall pay such money to the Company. Only after the Company has received cleared funds in full payment of products supplied the balance proceeds so received by the purchaser upon resale may then be retained.

10. In the event that the purchaser:

    1. fails to pay for the products in full by the due date,

    2. commits any other breach of the contract,

    3. suffers any distress or execution to be levied on any of its assets,

    4. offers to make any arrangements with its creditors,

    5. becomes unable to pay its debts as they fall due,

    6. has a resolution or summons to wind up (other than for the purpose of amalgamation or reconstruction without insolvency) passed or issued, or

    7. has a receiver, manager or administrator appointed over the whole or any part of its business or assets, then and in any such event, at the election of the Company:

       1. it may, at its election, withdraw all credit facilities;

       2. the right of the purchaser to sell, dispose of, deal or in any way use the products in which property remains vested in the Company shall cease forthwith;

       3. the purchaser shall immediately deliver any such products in its possession or under its control to the Company;

       4. the Company shall have the right (without prejudice to any of its other rights and remedies) to take possession of the products in whatever manner it might think fit, and for that purpose may by itself, its servants or agents enter upon any building, vehicle, aircraft or other vessel or other place at which the products are reasonably thought to be located; and

       5. if the purchaser has, by some form of chemical or other treatment, changed the character or condition of the products, the Company shall have the right, at the cost of the purchaser, to restore the products to their former character and condition.

11. In the case of a Trust Company we acknowledge that the Trustee shall be liable on the account and that in addition the assets of the trust shall be available to meet payment of the account.

12. Where a delivery date has been agreed, the Company will make all reasonable efforts to have the products delivered by the agreed date, but the Company shall not be under any liability to the purchaser should this not occur.

13. In the event that the Company is unable to supply all or any part of the products which are the subject of a contract for any reason, it will supply so much thereof as if they were the subject of a separate contract. The Company shall be under no liability to the purchaser in respect of those products that it is unable to supply to the purchaser.

14. The Company will not accept claims for credit in relation to the products, including breakages unless such claims are made in writing and received by the Company within three (3) working days of delivery. In the event that the Company notifies a purchaser that it will consider a claim, the purchaser must first return to the Company, initially at the purchaser’s cost, the products the subject of such claim in their original packaging with supporting purchase invoice numbers. Unless provisions of this clause are observed in all respects any dealings with the products shall be entirely at the purchaser’s risk.

15. The liability of the Company to the purchaser for breach of contract, negligence or otherwise in respect to the products or the supply thereof or otherwise arising out of the contract shall be absolutely limited in quantum to the purchase price of the products. In any case where the limit of liability is reached, the Company may at its discretion elect to either replace the products, supply equivalent products or refund the purchase price, and in any case where the Company elects one or other of these options the purchaser is obligated to return the products originally supplied to the Company. The Company shall not under any circumstances be liable to the purchaser for any consequential loss or damage, however, that loss or damage is suffered or incurred by the purchaser.

16. If any provision of the contract or of these terms and conditions is held invalid or unenforceable for any reason or for any purpose, such invalidity or unenforceability shall not affect the remaining provisions if on the deletion of the offending provision the remaining provisions of the contract can be given effect in line with the basic intention of the parties, and to this end any offending provision is declared to be severable.

17. The Company and the purchaser agree that the proper law of the contract shall be that of the State of New South Wales, and the parties agree to submit to the non-exclusive jurisdiction of the Court of that State.

18. The Applicant and each guarantor hereby charge in favour of the company with payment of all monies owing including costs and interest from time to time by the Applicant to the company all interest in any land which any of them now owns or which they may become the owner.

19. I/We, as Director(s), Partners, Sole Trader agree that if I/we sell the business, cease to trade or vacate the premises, I/we will notify you in writing prior to the settlement, or immediately upon ceasing to trade or vacating the premises. I/we will also advise you of forwarding addresses and contact phone numbers, receipt of this information will be confirmed in writing by Bacchus Wine Merchant. I/we agree that if I/we do not notify you in writing, and I/we do not have acknowledgment in writing that I/we will become personally liable for all outstanding monies owed to Bacchus Wine Merchant by our company/business. I/we understand that Bacchus Wine Merchants Trust requires this information so that it may take possession of its stock under Retention of Title.

Privacy

I/we authorise Bacchus Wine Merchants Trust:

• Obtain from a credit reporting agency a credit report containing personal information about the applicant in relation to commercial credit provided by Bacchus Wine Merchant, in accordance with Section 18K (1)(b) of the Privacy Act;

• Obtain a report from a credit reporting agency and other information in relation to the applicant’s commercial credit activities; and

• Exchange information with other credit providers in accordance with Section 18N (1)(b) of the Privacy Act.

Acknowledgement

I/we acknowledge:-

1. that the company shall only supply goods on the terms and conditions included in this Credit Application to the exclusion of all other terms unless otherwise agreed to by the company in writing;

2. that I/we have read and understand the terms and conditions provided in this Credit Application.

3. that I/we understand that we may be liable to the company for legal fees, collection agents charges and interest if the company accounts are not paid on time in accordance with the terms and conditions.

4. that I/we, before signing this document, have had the opportunity to seek independent legal advice.

Guarantee and indemnity

At the request of the Guarantors listed below (“Guarantors”), in consideration of the Company at its absolute discretion to give and/or giving credit for goods supplied from time to time to the Applicant listed in this Credit Application, the Guarantors agree:

1. This Guarantee and the obligations of the Guarantors are absolute and unconditional and remain in force unless terminated in writing by the Company. The term “Guarantor” whenever used in the Guarantee, if there is more than one Guarantor, means and refers to each of them individually and any one or more of them or all of them collectively as the case may require. The obligations and agreements on the part of the Guarantors bind all of them jointly and each of them severally, and bind their successors, executors and assigns.

2. The Guarantors unconditionally, jointly and severally guarantee to The Company the punctual payment of all monies and liabilities (on any account and in any capacity whatsoever) now due and payable by the Applicant, or any monies which may from time to time be due and payable by the Applicant (“the Debt”), and the due observance and performance by the Applicant of all the Conditions of Sale. The Guarantors acknowledge that the debt includes any legal and other costs incurred by The Company in attempting to recover outstanding monies from the Applicant on an indemnity basis.

3. The Guarantors unconditionally and irrevocably undertake to the Company that should any monies payable by the Applicant not be recoverable from the Guarantors under this Deed for any reason, or should an obligation of the Applicant or the Guarantors be or become void, voidable or unenforceable or otherwise invalid, then the Guarantors shall as a sole and independent obligation pay to the company on demand the amount which The Company would otherwise have been able to recover (on a full indemnity basis), and shall indemnify The Company against losses, costs and expenses incurred by the Company.

4. As between the Guarantors and The Company (but without affecting the obligations of the Applicant) the liability of the Guarantors shall be deemed to be the liability of a principal debtor and not of a surety.

5. The obligations of each Guarantor under this Guarantee are continuing principal obligations and shall not be discharged or affected by:

   1. Any variation to the conditions of Sale agreed between the Applicant and The Company, including terms as to payment;

   2. Any waiver, extension of time, credit or any indulgence or other concession to the Applicant or the Guarantors;

   3. Anything may assert to resist making payment of any debt;

   4. Any increase in the amount of the debt;

   5. The death, incapacity, bankruptcy, external administration or liquidation of the Applicant or any of the other Guarantors

   6. Anything done or omitted or neglected to be done by The Company in exercise or nonexercised of its authorities, powers and discretion;

6. The Guarantors shall rank and be entitled to enforce any rights as to monies allegedly owed to them by the Applicant or the Guarantors only after the Debt has been paid to The Company or Satisfied.

7. If any payment or transaction relating to the Debt is void, voidable, or unenforceable in part or whole then the liability of the Guarantors shall be the same as if the transaction or part thereof had not been made.

8. If any of the obligations of any Guarantor under this guarantee is unenforceable, the balance of the Guarantor’s obligations under this Guarantee shall not be affected by such unenforceability.

9. The Guarantors acknowledge receipt of and accept the conditions of Sale of The Company which are included in this Credit Application and Guarantee, that they have had the opportunity to seek independent legal and financial advice in relation to this guarantee, and that they are not relying on any representations or warranties made by The Company. In no way shall the Applicant or Any of the Guarantors act as the agent of The Company in procuring the execution of this Guarantee.
   

10. The Applicant and each guarantor hereby charge in favour of the company with payment of all monies owing including costs and interest from time to time by the Applicant to the company all interest in any land which any of them now owns or which they may become the owner.
    

11. The reference by the applicant to a credit limit in this Credit Application or otherwise shall be an estimate only, and shall not limit or affect this Guarantee or the Guarantor's liability to The Company in any way.
    

IMPORTANT: YOU SHOULD READ THE WHOLE GUARANTEE, AS WELL AS THE COMPANY’S CONDITIONS OF SALE, AND OBTAIN INDEPENDENT LEGAL AND PROFESSIONAL ADVICE BEFORE EXECUTING THIS GUARANTEE. AMONG OTHER THINGS, IT MAKES YOU LIABLE FOR THE APPLICANT’S DEBTS NOTWITHSTANDING THAT YOU MAY HAVE NO PRACTICAL RELATIONSHIP TO THE APPLICANT.

For security reasons we only contact our customer over the phone to obtain card details.