In this agreement we refer to you, the purchaser as "you" or "your" and Glengarry Wines Limited as "us", "we" or "our"

1.1

This agreement applies to all purchases of Glengarry Products by you (the purchaser) from our En Primeur website and replaces all previous agreements between you and us in relation to that website.

"agreement" means this agreement and includes any other terms incorporated into it by reference;
"en primeur cut-off date" means the cut-off date for placing your En Primeur purchase in any year and is sometimes referred to as the campaign closure date. Glengarry's notification of that date shall be by email to the purchaser or by disclousing the date on its website or on any information brochure;
"information" means all information supplied by you to us via the website or otherwise and includes, for example, your name, contact details, credit card details and your payment and transactions history;
"GST" means goods and services tax, is in addition to the price quoted and payable as specified upon the second payment invoice and before delivery;
"late payment interest rate" means 1.5% per month;
"products" means all products available for purchase on our website and including those the subject of the En Primeur first and second payment invoices;
"website" means our website, accessible via the www.enprimeur.co.nz domain name.

(a) you are legally entitled to purchase alcohol (if products you purchase include alcohol) and that you can produce sufficient evidence (e.g. NZ Driver's Licence or Passport) of that entitlement on request prior to or upon delivery of the products;
(b) all information supplied by you to us is true and correct at the time you make any purchase on the website;
(c) notwithstanding the above, we may refuse to accept your request at our sole discretion;
(d) we may disclose your information to your bank or credit card company and for the purposes of any debt recovery proceedings we may issue against you;
(e) we may restrict your ability to purchase products via the website by imposing a credit limit on your account.

4.1

Product prices quoted on our website as "first payment" and "second payment". The first and second payment invoices are due and payable within 20 days of issue. At the time the second payment invoice is paid, you must also pay Glengarry the GST on all the products purchased and to be delivered with the second payment invoice (it disclosing the full GST component for all the products).

4.2

We reserve the right to vary prices without notice.

4.3

Product prices are quoted exclusive of transit, packaging and import costs and the GST which is payable (as defined and referred to below).

4.4

Estimated duties, levies, tariffs, GST, taxes or other costs (import costs) applicable to your request are displayed on our website as the "second payment" value. Import, bottling and packaging costs are subject to variation and all costs actually incurred by us in relation to importation of your request into New Zealand are your responsibility and required to be paid upon the second invoice and before delivery.

4.5

All transit and re-packaging costs incurred by us in respect of your request within New Zealand shall be your responsibility and payable to us as specified on the second payment invoice.

4.6

Import costs and transit, packaging costs, GST and any other costs must be paid by the purchaser as referred to above and being (no later than 20 days) following receipt of an invoice from Glengarry and before delivery of your request.

4.7

In the event that computer error results in a material misstatement of the price of your request we may, prior to your receipt of the request or at any time thereafter, require that you pay us the difference between the amount actually paid by you in respect of your request and the correct amount payable.

4.8

In the event that we become aware of any misstatement arising from computer or other error prior to delivery, we will make reasonable endeavours to contact you and advise you accordingly. You may elect to cancel your request in the event that the base price payable in respect of your request after adjustment is 20% more than the price.

4.9

Following the En Primeur cut-off date for placing any request(s) in any year, Glengarry shall not permit (nor agrees) to any changes to that request or to any further or additional requests in any respect, including but not limited to, the purchaser seeking additional products or changes to the existing request(s) whether by quantity, type or bottle configuration(s) or in any other respect. This restriction is absolute and is to enable Glengarry to process your request with the vineyards it must deal with.
Glengarry makes no assurance or commitment whatsoever to the purchaser to provide or sell to the purchaser any product which you may request or request (whether in writing or orally) after the En Primeur cut-off date for En Primeur products (time being strictly of the essence). This applies even where Glengarry may provide an assurance, confirmation or receipt (verbally or in writing) of your requiring a changed or additional request after the En Primeur cut-off date.

5.1

Our ability to supply your request is limited by the quantity type and bottle configurations of product allocated to us by the vineyard(s) supplying the product. Accordingly, Glengarry may not be able to source sufficient product to enable it to supply to you the quantity type and bottle configurations specified in your request. You agree to accept such lesser quantity, type or configurations of product that is allocated to you by Glengarry in its sole discretion at the time of the second payment invoice and delivery.

5.2

In the event that a lesser quantity, type or bottle configurations is supplied, the base price in respect of your request shall be adjusted to reflect this. Any amount due to you in respect of such adjustment shall be applied towards transit, packaging, GST and import costs and if thereafter there is any amount still due to you, that amount shall be refunded to you.

6.1

Because products are from the most recent vintages and are not ready for shipping when your request is placed, delivery dates and any changes in quantity type and bottle sizes are subject to the date on which these wines become available and are delivered and received by Glengarry from the vineyard. Any delivery date bottle sizes and quantities we give you are indicative only and in most cases delivery to you may be a date 36 months or more after the date you place your request. We will, however, advise you as soon as we have received your product.

6.2

Where:

(a) we fail to deliver or delay delivery of your request or part of your request or where any loss is incurred by you in relation to such delivery and is within our control; or
(b) any part of your request is faulty, or its bottle or cork damaged on receipt by you, or you receive the wrong product or the wrong quantity, type or bottle size configuration(s):

Glengarry's liability shall be restricted to payment of the cost of replacing the request or part of the request, at the price specified in the first payment invoice and as it may determine (in its sole discretion). The purchaser agrees that this constitutes your sole remedies against Glengarry and Glengarry's total liability to you for any alleged breach of warranty claims including any consequential or other losses you may claim including any increase in market value. Glengarry?s liability is thereby expressly limited to the price of the products at the time of the request being placed and is not liable for any increased market value that may subsequently follow or arise after placing the initial request.

6.3

You must notify us in writing within 5 working days of the date of delivery of any faulty product or bottle size configurations changed. Products and all packaging should be kept until we inform you whether we want you to return them to us or not.

6.4

Nothing in these terms entitles you to return the products as being surplus to your needs, or for any other reason other than set out herein.

7.1

If you pay by credit card you agree to indemnify us against any default by your credit card company to make payment to us in full.

7.2

If we agree to give you credit, unless expressly stated otherwise in this agreement you are required to pay us in full no later than the 20 days following the date of your request ("due date"), provided that if in our sole opinion an unsatisfactory feature develops in our trading relationship with you, we reserve the right to cancel the credit period and require that you pay us immediately.

7.3

We will charge you interest at the rate of 1.5% per month if your account is unpaid after the due date. Interest will accrue on a daily basis and will continue to be payable even if we obtain a court judgment.

7.4

We reserve the right to recover any products for which you have not paid by the due date. You agree that we shall not be responsible for any loss or damage arising as a result of recovery and resale of the products save where such loss or damage arises from our negligence including that of our employees and contractors.

7.5

In the event of default in payment of the "first payment invoice", Glengarry shall be entitled to still claim payment of the unpaid invoice as a debt due to Glengarry. However, Glengarry will set-off all its costs and losses of and incidental to the purchase when these are fully ascertained by Glengarry. Notification will be given by Glengarry to the purchaser upon this default

7.6

In the event of default in payment of the ?second payment invoice?, after the 20 day period for payment, Glengarry in its discretion may provide product to the value of the first payment invoice together with other costs as referred to above.

7.7

Should there remain any further money due and owing by the purchaser, then Glengarry shall be entitled to claim the shortfall from the purchaser as a debt due together with interest at 1.5% per month and costs (including collection costs, solicitor/client costs) as reasonably incurred by Glengarry.

7.8

Without prejudice to the foregoing, Glengarry shall be entitled to exercise a lien over any products for any unpaid amounts and shall be entitled to resell the products subject to its lien, at its discretion after a period of 20 days

Where Products are being purchased for a business purpose, the parties agree that the provisions of the Consumer Guarantees Act 1993 are specifically excluded.

SUBJECT ONLY TO ANY RIGHTS YOU MAY HAVE AS A CONSUMER UNDER LAW THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, AND GLENGARRY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN OR ARISING BY PERFORMANCE, CUSTOM OR USAGE IN THE TRADE, WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL GLENGARRY BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF PROFITS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE QUALITY OF PRODUCTS OR OUT OF ANY FAILURE TO DELIVER ALL OR PART OF YOUR REQUEST.

IN ANY EVENT OUR MAXIMUM LIABILITY TO YOU IN RELATION TO ANY CLAIM MADE BY YOU UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US IN RELATION TO AN REQUEST WITHIN 36 MONTHS OF THE DAY OF SUCH CLAIM.

(a) After we have accepted your request for the products, you may not cancel the request without our consent;
(b) Consent to cancellation and returns for credit will be given at our discretion. The cost of return is your responsibility;
(c) In the event that we consent to cancellation, we may require you to pay a minimum handling charge to a maximum of 15% of the total value of your request.

10.1

During the term of this agreement your use of the website will generate certain information that will be recorded electronically by us. Information of this type may include, for example, your IP address, your usage statistics, etc. We will also record your contact details, credit information and any related personal details that you supply or that we obtain independently.

10.2

You acknowledge that we, our employees, carriers, contractors and agents may use or disclose any of the information identified in the previous paragraph for purposes connected with the supply of the services to you. Examples of purposes connected with supply include, for example:

(a) administration of your account with Glengarry or on the website;
(b) carrying out credit checks;
(c) keeping you up to date with new offers/changes at Glengarry;
(d) sharing with contractors to enable you to use or facilitate your use of the website.

10.3

You may at any time make a written request to see any personal information that we hold or to ask us to correct any mistakes in that information.

11.1

You agree by registering on this website that you expressly consent to your inclusion in our direct marketing database and accept that you may, as a result, receive regular electronic communications and promotional communications from us. You have the right to ask us at any time to stop sending online communications and promotional offers to you.

12.1

We own, control or have the right to use and provide the website and all content on the website, including text, images, articles, photographs, illustrations, audio and video clips. You may electronically reproduce and store the content of the website solely for the purposes of viewing, using the services or saving website content, for your own personal use. You may not display or distribute the content of any part of the website or its content in public, including any reproduction in any form on the Internet, without our express permission.

12.2

Any infringement of our intellectual property rights will be fully enforced under New Zealand law.

13.1

No delay, neglect or forbearance in taking enforcement action in relation to any provision of these terms will be a waiver, or in any way prejudice any right, of that party.

13.2

If any part of these terms is held to be invalid, illegal or unenforceable, that part will be severed and the remainder of the terms will remain in full force and have full effect.

13.3

Third parties may take the benefits of rights expressed to be for their benefit in accordance with the Contracts (Privity) Act 1982.

13.4

The purchaser acknowledges that the terms and conditions of this agreement are the entire agreement between the parties notwithstanding any negotiations, discussions or representations made prior to or after, the acceptance of your request. This also applies not withstanding anything contained in any brochure, information bulletin or other document and including any oral representation. The purchaser acknowledges by acceptance of these terms and conditions that the purchaser has not been induced to enter into the purchase by any representations verbal or otherwise made by or on behalf of Glengarry, the purchaser having relied entirely on its own skill and Judgment in making this purchase.

14.1

The website is provided for use by New Zealand residents. We make no representations that the website complies with the laws of any country outside of New Zealand. If you access the website from outside New Zealand, you do so at your own risk and you are responsible for complying with the laws in the place where you use the website when purchasing products online.

14.2

This agreement is governed by New Zealand law and any legal action against us must be taken in a Court in New Zealand.

15.1

You may not assign any rights under this agreement except with our prior written consent.

15.2

We may assign our rights under this agreement without seeking your prior consent.

16.1

We will send all invoices and notices required under this agreement to the address (postal, fax or email) that you have nominated as your preferred method of contact. It is your responsibility to ensure that you keep up us informed of any changes to your contact details.

16.2

You will be deemed to have received a notice:

(a) sent by email or fax, at the time that we send it;
(b) sent by post, four days after we send it.

17.1

We may change the terms of this agreement by sending you notice ("amendment notice") to that effect by your preferred contact method and supplying you with the amended agreement.

17.2

The agreement, as modified, will take effect from the date stated on the amendment notice but no later than 30 days following the date that we send the amendment notice.