Principal Wines Pty Ltd trading as Principal Wine Distribution

Terms and Conditions of Trade

Version: October 2026Print or save as PDF

1. Definitions

1.1 “PWD” means Principal Wines Pty Ltd trading as Principal Wine Distribution, ABN 50 612 507 847, its successors and assigns or any person acting on behalf of and with the authority of Principal Wines Pty Ltd trading as Principal Wine Distribution.

1.2 “Client” means the person/s or any person acting on behalf of and with the authority of the Client requesting PWD to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

(a) if there is more than one Client, is a reference to each Client jointly and severally; and

(b) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and

(c) if the Client is a partnership, it shall bind each partner jointly and severally; and

(d) includes the Client’s executors, administrators, successors and permitted assigns.

1.3 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.

1.4 “Goods” means all Goods or Services supplied by PWD to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.5 “Price” means the Listed Price for the Goods, made up of:

(a) the Goods Price; and

(b) where the Client elects to receive the Delivery Service, the Freight Charge and any Freight Loading,

plus any GST and other taxes applicable under clause 3 or elsewhere in this Contract.

1.6 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using PWD’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.

1.7 “GST” means Goods and Services Tax (GST) as defined within the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

1.8 “Listed Price” means the price per unit shown in the PWD price list provided from time to time or quoted by PWD, which is exclusive of GST but inclusive of WET. It includes the Goods Price and the Freight Charge.

1.9 “Goods Price” means the Listed Price less the Freight Charge and includes WET but is exclusive of GST. It is the price for the Goods alone, sold at the Warehouse.

1.10 “Delivery Service” means the optional service under the Delivery Service Agreement of transporting the Goods from the Warehouse to the Client’s nominated address, supplied under a contract separate from the sale of the Goods.

1.11 “Delivery Service Agreement” means the separate contract annexed to this Contract which governs any Delivery Service PWD is to supply to the Client.

1.12 “Freight Charge” means the charge for the Delivery Service included in the Listed Price, being 15% of the Listed Price (exclusive of GST) unless otherwise agreed.

1.13 “Freight Loading” means the additional charge for the Delivery Service to an address outside Metro, as set out in the Freight Schedule.

1.14 “Metro” means the Melbourne, Sydney and Brisbane metropolitan delivery areas, as defined by PWD’s carrier from time to time.

1.15 “Warehouse” means the warehouse (including any third party warehouse) from which PWD holds and dispatches the Goods in the relevant state, as notified by PWD.

1.16 “WET” means wine equalisation tax under A New Tax System (Wine Equalisation Tax) Act 1999 (Cth).

2. Acceptance

2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.

2.2 Where colour matching is required, the Client agrees to supply information and samples regarding the correct colour.

2.3 Any advice, recommendation, information, assistance or service provided by PWD in relation to Goods supplied is given in good faith, is based on PWD’s own knowledge and experience and shall be accepted without liability on the part of PWD and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Goods.

2.4 The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with PWD and it has been approved with a credit limit established for the account.

2.5 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 14 of the Electronic Transactions (Victoria) Act 2000 (Vic) or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Pricing

3.1 Prices quoted for the supply of goods and services exclude GST and any other taxes or duties imposed on or in relation to the goods and services. Any such GST and other taxes or duties are additionally at the Client’s account.

3.2 At PWD’s sole discretion, or as otherwise agreed between the parties the Price shall be either:

(a) as indicated on any invoice provided by PWD to the Client;

(b) as specified in the published PWD pricelist made available to the Client; or

(c) may be estimate only (subject to clause 3.3) which is a guide to potential price for goods.

3.3 If the Client requests any variation to the Contract, PWD may increase the price to account for the variation.

3.4 Where there is any change in the costs incurred by PWD in relation to goods or services, PWD may vary its price to take into account of any such change, by notifying the Client.

3.5 At PWD’s sole discretion, a non-refundable deposit may be required. If required, PWD will notify the Client.

3.6 Each Listed Price includes amounts for two separate supplies to be supplied under separate contracts. Specifically, the Goods are sold in accordance with this Contract at the Goods Price, and any Delivery Service is supplied in accordance with the terms outlined in the Delivery Service Agreement. The Freight Charge is included in the Listed Price and is not shown separately on the invoice.

3.7 The Client may decline the Delivery Service for any order and collect the Goods from the Warehouse under clause 5A.2. Collection is by appointment with one (1) business day’s notice. For any Goods collected by the Client, the Freight Charge and any Freight Loading are not charged to the Client and the Client pays the Goods Price only.

3.8 WET is calculated on the Goods Price only. The Freight Charge and Freight Loading are not part of the price of the Goods and are not subject to WET in accordance with paragraphs 104-105 of WETR 2009/1. Should WET apply to the Freight Charge and Freight Loading, PWD reserves the rights to pass that WET onto the Client.

3.9 There is a minimum order threshold of $400, including WET and GST. PWD may, in its absolute discretion, waive such threshold, including in circumstances where the Client is on PWD’s approved account list.

3.10 Any rebate, discount or reduction given to the Client, however calculated, is applied to the Goods Price and not the Freight Charge or Freight Loading.

3.11 Interest on overdue accounts and any other fees are the subject of separate charges and do not form part of the price of the Goods or the Delivery Service.

3.12 PWD may change its price list, including the Freight Charge and Freight Loading, by notifying the Client of such changes or by providing an updated price list.

4. Payment

4.1 The time for payment for the Goods is of the essence.

4.2 The Price will be payable by the Client on the date/s determined by PWD, which may be:

(a) on the Delivery of the Goods;

(b) before Delivery of the Goods;

(c) seven (7) days from the date of the invoice;

(d) the date specified on any invoice or other form as being the date for payment; or

(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by PWD.

4.3 Payment may be made by electronic/on-line banking, credit card or by any other method as agreed to between the Client and PWD.

4.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by PWD nor to withhold payment of any invoice because part of that invoice is in dispute.

4.5 At PWD’s sole discretion, a non-refundable deposit may be required.

4.6 PWD may in its discretion allocate any payment received from the Client towards any invoice that PWD determines and may do so at the time of receipt or at any time afterwards. On any default by the Client PWD may re-allocate any payments previously received and allocated. In the absence of any payment allocation by PWD, payment will be deemed to be allocated in such manner as preserves the maximum value of PWD’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

4.7 Prices quoted for supply of goods & services exclude GST and any other taxes or duties imposed on or in relation to the goods & services. In addition to the Price the Client must pay to PWD an amount equal to any GST PWD must pay for any supply by PWD under this or any other contract for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

4.8 Payment terms may be revoked or amended at PWD’s sole discretion, upon giving the Client prior written notice.

5. Delivery of Goods and/or Services

5.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:

(a) the Client or the Client’s nominated carrier takes possession of the Goods at PWD’s address; or

(b) if the Client elects to obtain the Delivery Service, Delivery of the Goods is taken to occur at the time that PWD (or PWD’s nominated carrier) delivers the Goods and/or Services to the Client’s nominated address even if the Client is not present at the address.

5.2 The cost of delivery is the Freight Charge, included in the Listed Price, plus any Freight Loading for delivery outside Metro. A Broken Case Charge applies to each broken case, as set out in the Freight Schedule. Both form part of the Listed Price.

5.3 If the Client elects to obtain the Delivery Service, PWD may deliver the Goods in separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

5.4 Any time specified by PWD for delivery of the Goods is an estimate only and PWD will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every attempt to enable the Goods and/or Services to be delivered at the time and place as was arranged between both parties. In the event that PWD is unable to supply the Goods as agreed solely due to any action or inaction of the Client, then PWD shall be entitled to charge a reasonable fee for redelivery and/or storage.

5A Optional Delivery Service

5A.1 The Delivery Service is optional and is a separate supply from the sale of the Goods. Unless the Client tells PWD at the time of ordering that it will collect, PWD will supply the Delivery Service in accordance with the Delivery Service Agreement.

5A.2 If the Client elects not to obtain the Delivery Service:

(a) The Client may collect any order from the Warehouse during normal business hours, by appointment with not less than one business day’s notice to PWD.

(b) PWD will give the Client reasonable access to collect the Goods. There is no charge for collection.

(c) Delivery of collected Goods occurs when the Client or the Client’s nominated carrier takes possession of them at the Warehouse.

6. Personal Property Securities Act 2009 (Cth) (“PPSA”)

6.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

6.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account), being a monetary obligation of the Client to PWD for Services, that have previously been supplied and that will be supplied in the future by PWD to the Client.

6.3 The Client undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in all respects) which PWD may reasonably require to;

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 6.3(a)(i) or 6.3(a)(ii);

(b) indemnify, and upon demand reimburse, PWD for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

(c) not register a financing change statement in respect of a security interest without the prior written consent of PWD;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of PWD; and

(e) immediately advise PWD of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

6.4 PWD and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

6.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 120, 122(3)(d) and 122(4) of the PPSA.

6.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

6.7 Unless otherwise agreed to in writing by PWD, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.

6.8 The Client must unconditionally ratify any actions taken by PWD under clauses 6.3 to 6.5.

6.9 Subject to any express provisions to the contrary (including those contained in this clause 6) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

7. Collateral & Assignment

7.1 The Client hereby charges all its right, title and interest in the property or properties referred to in the Client’s Credit Application and also any property or properties that it owns currently or may acquire in the future solely or jointly or have or become to have a beneficial interest in, in favour of PWD, with the due and punctual observance and performance of all the obligations of the Client. The Client indemnifies PWD against all expenses and legal costs (on a solicitor/own client basis) for preparing, loading and removing any caveat.

7.2 The Client hereby acknowledges that PWD may at its discretion register and lodge a caveat(s) on such property or properties in respect of the interests conferred on it under clause 7.1. Such registration of a caveat by PWD over the Client’s property or properties must not be challenged by the Client in any way whatsoever, and the Client agrees not to take any steps in filing a “lapsing notice” via the Land Titles Office to have the caveat removed, until such time that the Client has paid all monies owing by it to PWD claimed from time to time.

8. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

8.1 The Client must inspect the goods or services on delivery and must, upon Delivery, notify PWD in writing of any evident damage. Within one (1) day of Delivery, the Client must notify PWD in writing of any shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the goods or services as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow PWD to inspect the goods or services.

8.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (“Non-Excluded Guarantees”).

8.3 PWD acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.

8.4 If the Client is a consumer within the meaning of the CCA, PWD’s liability is limited to the extent permitted by section 64A of Schedule 2.

8.5 If PWD is required to replace the Goods under this clause or the CCA, but is unable to do so, PWD may refund any money the Client has paid for the Goods.

8.6 Subject to clause 8.8, returns will only be accepted provided that:

(a) the Client has complied with the provisions of clause 8.1;

(b) PWD has agreed that the goods or services are defective;

(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and

(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.

8.7 PWD may in its absolute discretion accept non-defective Goods for return in which case PWD may require the Client to pay handling fees of up to twenty-five percent (25%) of the value of the returned Goods plus any freight costs.

8.8 Notwithstanding anything contained in this clause if PWD is required by a law to accept a return then PWD will only accept a return on the conditions imposed by that law.

8.9 Subject to clause 8.1, customised, or non-stock list items or Incidental Items made or ordered to the Client’s specifications are not acceptable for credit or return.

9. Default and Consequences of Default

9.1 If the Client defaults in payment by the due date of any amount payable to PWD, then all monies becomes immediately due and payable upon notice to the Client, to PWD, without prejudice to any of its other accrued or contingent rights:

(a) Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at PWD’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment;

(b) charge the Client a late payment administration fee equal to 10% of the invoice to a maximum of $200 plus GST;

(c) charge the Client for, and the Client must indemnify PWD from, all costs and expenses (including without limitation all legal costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Contract or to recover any goods;

(d) cease or suspend supply of any further goods or services to the Client

(e) by written notice to the Client, terminate any uncompleted contract with the Client.

9.2 Clauses 9.1(d) and 9.1(e) may also be relied upon, at PWDs option:

(a) where the Client is a natural person and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or

(b) where the Client is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, administrator, receiver or manager or similar functionary appointed in respect of its assets, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Client.

10. Title

10.1 PWD and the Client agree that ownership of the Goods shall not pass until:

(a) the Client has paid PWD all amounts owing to PWD; and

(b) the Client has met all of its other obligations to PWD,

excluding the payment of any Freight Charge, Freight Loading and other fees.

10.2 Receipt by PWD of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

10.3 It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 10.1 (a) the Client is only a bailee of the Goods and must return the Goods to PWD on request.

(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for PWD and must pay to PWD the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.

(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for PWD and must pay or deliver the proceeds to PWD on demand.

(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of PWD and must sell, dispose of or return the resulting product to PWD as it so directs.

(e) the Client irrevocably authorises PWD to enter any premises where PWD believes the Goods are kept and recover possession of the Goods.

(f) PWD may recover possession of any Goods in transit whether or not delivery has occurred.

(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of PWD

(h) PWD may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

11. Cancellation

11.1 Without prejudice to any other remedies that either party may have, if at any time either party is in breach of any obligation (including those relating to payment) under these terms and conditions the party may suspend or terminate the supply of Goods. PWD will not be liable to the Client for any loss or damage the Client suffers because PWD has exercised its rights under this clause.

11.2 PWD may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice PWD shall repay to the Client any money paid by the Client for the Goods. PWD shall not be liable for any loss or damage whatsoever arising from such cancellation.

11.3 In the event that the Client cancels delivery of any Services the Client shall be liable for any and all loss incurred (whether direct or indirect) by PWD as a direct result of the cancellation (including, but not limited to, any loss of profits and costs of allocated labour) and may incur a delivery return fee.

11.4 Cancellation of orders for Goods supplied to the Client’s specifications, or for non-stock list items, will definitely not be accepted once production has commenced, or an order has been placed.

11.5 At PWD sole discretion a Restocking fee may apply and the Client shall be liable for any and all loss incurred (whether direct or indirect) by PWD as a direct result of the rescheduling previously appointed work. (including, but not limited to, any loss of profits and costs of allocated labour).

12. Risk

12.1 All risk in the Goods passes to the Client when the Goods leave the Warehouse, whether collected by the Client or its carrier, or dispatched by PWD under the Delivery Service.

12.2 The Client must insure the Goods from when the Goods leave the Warehouse.

12.3 If any of the Goods are damaged or destroyed following the Goods leaving the Warehouse but prior to ownership passing to the Client, PWD is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by PWD is sufficient evidence of PWD’s rights to receive the insurance proceeds without the need for any person dealing with PWD to make further enquiries.

13. Privacy

13.1 All emails, documents, images or other recorded information held or used by PWD is Personal Information, as defined and referred to in clause 13.2, and therefore considered Confidential Information. PWD acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). PWD acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by PWD that may result in serious harm to the Client, PWD will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.

13.2 The Client agrees for PWD to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g., name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by PWD.

13.3 Notwithstanding clause 13.1, privacy limitations will extend to PWD in respect of Cookies where transactions for purchases/orders transpire directly from PWD’s website. PWD agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:

(a) IP address, browser, email client type and other similar details;

(b) tracking website usage and traffic; and

(c) reports are available to PWD when PWD sends an email to the Client, so PWD may collect and review that information (“collectively Personal Information”)

13.4 In order to enable / disable the collection of Personal Information by way of Cookies, the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via PWD’s website.

13.5 The Client agrees that PWD may exchange information about the Client with those credit providers and with related body corporates for the following purposes:

(a) to assess an application by the Client; and/or

(b) to notify other credit providers of a default by the Client; and/or

(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or

(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.

13.6 The Client consents to PWD being given a consumer credit report to collect overdue payment on commercial credit.

13.7 The Client agrees that personal credit information provided may be used and retained by PWD for the following purposes (and for other agreed purposes or required by):

(a) the provision of Goods; and/or

(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or

(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or

(d) enabling the collection of amounts outstanding in relation to the Goods.

13.8 PWD may give information about the Client to a CRB for the following purposes:

(a) to obtain a consumer credit report; allow the CRB to create or maintain a credit information file about the Client including credit history.

13.9 The information given to the CRB may include:

(a) personal information as outlined in 13.1 above;

(b) name of the credit provider and that PWD is a current credit provider to the Client;

(c) whether the credit provider is a licensee;

(d) type of consumer credit;

(e) details concerning the Client’s application for credit or commercial credit (e.g., date of commencement/termination of the credit account and the amount requested);

(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and PWD has been paid or otherwise discharged and all details surrounding that discharge (e.g., dates of payments);

(g) information that, in the opinion of PWD, the Client has committed a serious credit infringement;

(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

13.10 The Client shall have the right to request (by e-mail) from PWD:

(a) a copy of the information about the Client retained by PWD and the right to request that PWD correct any incorrect information; and

(b) that PWD does not disclose any personal information about the Client for the purpose of direct marketing.

13.11 PWD will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfill the obligations of this contract or is required to be maintained and/or stored in accordance with the law.

13.12 The Client can make a privacy complaint by contacting PWD via e-mail. PWD will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

14. Trusts

14.1 If the Client at any time upon or subsequent to entering into the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not PWD may have notice of the Trust, the Client covenants with PWD as follows:

(a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;

(b) the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity.

(c) the Client will not without consent in writing of PWD (PWD will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;

(i) the removal, replacement or retirement of the Client as trustee of the Trust;

(ii) any alteration to or variation of the terms of the Trust;

(iii) any advancement or distribution of capital of the Trust; or

(iv) any resettlement of the trust property.

15. Change In Control

15.1 The Client shall give PWD not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or, change of trustees, or business practice). The Client shall be liable for any loss incurred by PWD as a result of the Client’s failure to comply with this clause.

16. Service of Notices

16.1 Any written notice given under this Contract shall be deemed to have been given and received:

a) by handing the notice to the other party, in person;

b) by leaving it at the address of the other party as stated in this Contract;

c) by sending it by registered post to the address of the other party as stated in this Contract;

d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;

e) if sent by email to the other party’s last known email address.

f) Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

17. Electronic Payments Act

17.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 (NSW), the Electronic Communications Act 2000 (SA), the Electronic Transactions Act 2001 (ACT), the Electronic Transactions (Northern Territory) Act 2000 (NT), Section 14 of the Electronic Transactions (Queensland) Act 2001 (Qld), Section 7 of the Electronic Transactions Act 2000 (Tas), Section 10 of the Electronic Transactions Act 2011 (WA), (whichever is applicable), or any other applicable provisions of that Act or any Regulations referred to in that Act.

18. Dispute Resolution

18.1 If a dispute arises between the parties to this Contract then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:

(a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and

(b) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.

19. Force Majeure

19.1 Neither PWD or the Client shall be liable for any default on a Project due to any force majeure act, event or cause other than lack of funds which is beyond the reasonable control of that party, including:

(a) Act of God, peril of the sea, accident of navigation, war, sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees of the party concerned), epidemic, quarantine, radiation or radioactive contamination;

(b) Action or inaction of any government or governmental or other competent authority (including any court of competent jurisdiction), including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order; and

(c) Breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material.

20. Promotional And Bonus Goods

20.1 All Goods (including bonus Goods) provided in samples, tastings or exhibitions or in promotional campaigns (“Promotionals”) in any form directly or indirectly to Clients for their own use or as giveaways or own sale are sold in conjunction with product invoiced, notwithstanding any reference to or otherwise in Client orders. The cost of Promotionals, unless otherwise agreed, shall be included in the selling price of any Goods invoiced.

20.2 Invoices for specified orders shall be issued by PWD showing a composite price for the products, including the cost of any Promotionals provided. There is no requirement to itemise separately the amount for the Promotionals, nor make any specific reference in invoices or in any other documents.

20.3 All Promotionals provided may be supplied in any form at the discretion of PWD or in any specific agreement with the Client. Such Promotional Goods may be disposed of by sampling, tasting, exhibitions or as otherwise agreed and includes those Promotionals used on behalf of the Client by PWD.

20.4 The cost of Promotionals shall be recovered in the price of other Goods sold and invoiced on an equalisation basis, notwithstanding variation in actual physical provision, and they shall still be regarded as being sold to the Clients, even if not fully recovered in the specific invoice price.

20.5 The Promotionals can be provided at any time, not necessarily at the time of the invoice of other Goods and PWD reserves the right to recover stocks of such from the Client’s premises if amounts owed are unpaid within the specified time.

21. General

21.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria, the state in which PWD has its principal place of business and are subject to the jurisdiction of the courts in Melbourne.

21.3 Subject to clause 8, PWD shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by PWD of these terms and conditions (alternatively PWD’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

21.4 The Client agrees that PWD may amend these terms and conditions by notifying the Client in writing or by notice on PWD’s website. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for PWD to provide Goods to the Client.

21.5 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lockout, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

21.6 Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this contract creates binding and valid legal obligations on them.

Freight Schedule

Every Listed Price includes a Freight Charge comprising 15% of the Listed Price (ex GST) for Metro delivery. Delivery outside Metro pays a Freight Loading on top, on every order.

• A carton is 12 x 750ml or equivalent; part cartons count as one carton.
• The Broken Case Charge is a handling fee for the order and form part of the Goods Price. It does not apply to backorders, goods supplied free of charge, or orders created by PWD’s error. The Broken Case Charge applies to every broken case
• All amounts are exclusive of GST.

Annexure: Delivery Service Agreement

1. “PWD” means Principal Wines Pty Ltd trading as Principal Wine Distribution, ABN 50 612 507 847, its successors and assigns or any person acting on behalf of and with the authority of Principal Wines Pty Ltd trading as Principal Wine Distribution.

2. “Client” means the person/s or any person acting on behalf of and with the authority of the Client requesting PWD to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

(a) if there is more than one Client, is a reference to each Client jointly and severally; and

(b) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and

(c) if the Client is a partnership, it shall bind each partner jointly and severally; and

(d) includes the Client’s executors, administrators, successors and permitted assigns.

3. The Delivery Service is optional and is a separate supply from the sale of the Goods described in the contract in which this Agreement is annexed (“Contract”). Unless the Client tells PWD at the time of ordering that it will collect, PWD will supply the Delivery Service. However, failure to notify PWD that it will collect the Goods is deemed to be an election that the Client wishes to receive the Delivery Service.

4. The Delivery Service forms a separate contract between the Client and PWD on the terms of this Agreement. However, PWD may produce one invoice for supplying the Goods and providing the Delivery Service.

5. If the Client elects to receive the Delivery Service, PWD will arrange Delivery of the Goods from the Warehouse to the Client’s nominated address by PWD’s nominated carrier. Delivery occurs as set out in clause 5.1(b), but risk passes when the Goods leave the Warehouse under clause 12.1.

6. The Delivery Service is a premium service: next business day in Metro for orders received by the cut-off time, and outside Metro in line with PWD’s regional delivery schedule. PWD has set the Freight Charge and Freight Loading at what it believes to be at or below the price an independent carrier would charge for a comparable service. However, this may vary from time to time and PWD makes no warranty in this regard.

7. For delivery to an address outside Metro, the Freight Loading is added to the invoice as part of the charge for the Delivery Service.

8. Urgent, timed, after-hours or courier deliveries requested by the Client are charged at PWD’s cost and added to the invoice. Such charges are not included in the Listed Price.

9. If a delivery cannot be completed because of the Client’s action or inaction, clause 5.4 applies and PWD may charge for redelivery or storage. Such charge is not included in the Listed Price.

10. The Client must note any damage at the time of Delivery and notify PWD in writing of any other claim, including shortage, within 24 hours after delivery in accordance with clause 8.1. Claims for loss of or damage to Goods in transit are managed by PWD with its carrier on the Client’s behalf, and PWD’s liability is subject to the limitation in these terms and conditions.

11. PWD’s liability arising from or in connection with the Delivery Service, including loss of or damage to Goods in transit, is limited to the amount actually recovered by PWD from its carrier in respect of the relevant claim.

12. These terms are to be read in conjunction with the Contract to which they are annexed. To the extent of any inconsistency, the Contract prevails. Nothing in this Agreement is intended to alter, amend or override any provision of the Contract.

13. Any terms defined in the Contract are deemed to be similarly defined in this Agreement.