Terms of service

COTTENHAM SERVICES PTY LTD

TERMS and CONDITIONS OF SALE

Cottenham Services Pty Ltd
administration provider for Fesq & Company, Morambro Creek, Red Mill Rum

CHANGE OF PARTICULARS

The Customer shall give 7 days’ notice to Cottenham of any change in the name of any of its principals, its trading name, its licensee, its shareholders or (if the Customer is a company) its directors. The Customer shall indemnify Cottenham against any loss or damage incurred by Cottenham as a result of the Customer’s failure to notify Cottenham of any changes of these particulars.

CLAIMS
All goods will be at the Customer’s risk upon delivery

if F.I.S. transaction to the Customer’s premises
if F.O.B. transaction to the Customer’s carrier

In order to recognise a claim for damage or loss during transport by Cottenham’s carriers, Cottenham must be notified at the time of delivery. Claims of any other nature will not be accepted unless made within 24 hours of delivery. Please note, we aren't liable for stock damage caused by your staff or customers on your premises.

CREDIT NOTE POLICY

We credit products which can be shown to be defective upon delivery from us. Please do not ask us to credit wines you have cellared yourself and find to be out of condition when opened, nor for bottles broken on your premises. We will credit bottles used for staff training if the training was arranged with us beforehand.

DELIVERY

Prices quoted do not include delivery. Customers can pick up orders at our warehouse or accept a delivery charge on invoice. Cottenham shall not be responsible nor accept liability for delay or non-delivery of the goods and if in any circumstances late delivery is tendered by Cottenham, the Customer shall accept and pay for the goods when tendered. Deliveries required to be made to a residential address will also incur an extra charge.

Please notify your sales representative or customer service agent of any permanent delivery instructions or requirements. Ad hoc delivery instructions will be complied with where possible. Our drivers are required to deliver ‘to the door’ of your premises. They may assist further at their own discretion and without placing their own safety at risk. A representative of your Company must sign for all deliveries. Your signature and/or photo is our proof of full delivery. Please check the goods with our driver carefully before signing for accuracy and condition.

GENERAL

Irrespective of any terms or conditions contained in the Customer’s order, and irrespective of the Customer not reading Cottenham’ Terms and Conditions of Sale, acceptance (by retaining the Goods or any other method) of the Goods ordered by the Customer will be conclusive acceptance of Cottenham’s Terms and Conditions of Sale.

These Terms and Conditions of Sale may only be changed either by a written agreement signed by both the Customer and Cottenham or by Cottenham noting an amendment to these Terms and Conditions of Sale on the company’s website or in the company’s updated price lists. Any failure by the company to insist on strict compliance with any term of these Terms and Conditions of Sale or any delay by the company in exercising its rights under these Terms and Conditions of Sale will not constitute a variation or waiver of any term of these Terms and Conditions of Sale or any right available to the company. These Terms and Conditions of Sale will be governed by and construed in accordance with the laws in force in the State of New South Wales, Queensland and Victoria, Australia, and the company and the Customer submit to the exclusive jurisdiction of the courts of those States.

GOODS & SERVICES TAX (‘GST’)

The Customer shall be liable to pay all GST on the goods.

GOODS

Offered subject to availability.

ORDERS

Daily cut off for metro orders is 12pm, and for regional orders 10am. Minimum order for metro delivery is 2 dozen and over $200 wholesale value. Minimum order for free regional delivery is 2 dozen and over $400 wholesale value. Cartons can be split if they are over $200 wholesale value.

OVERDUE ACCOUNTS

If the Customer fails to make payments on the due date, Cottenham may, in addition to taking any other action : (a) charge interest on all overdue payments at two per centum (2%) per month from the due date until the date of payment; in order to offset the cost of financing the overdue account, and (b) suspend all further delivery of goods or further performance of any other contract with the Customer. The Customer shall pay Cottenham’s costs arising out of & incurred by reason of the Customer’s default.

PALLETS

Pallets supplied with the goods are not sold and do not become the property of the Customer. Pallets must be exchanged at point of delivery.

PASSING OF PROPERTY

All legal and beneficial rights of ownership, property and title to all goods (“the Goods”) supplied by Cottenham shall remain with Cottenham irrespective of the Customer taking possession of the Goods, and no such rights of ownership, property or title to the Goods supplied by Cottenham shall pass to the Customer unless and until the Customer has paid for the Goods by cleared funds. In addition, where at the time of paying for the Goods the Customer is indebted to Cottenham in relation to other goods (“the Other Goods”), all legal and beneficial rights of ownership, property and title to the Goods shall remain with Cottenham irrespective of the Customer taking possession of the Goods, and no such rights of ownership, property or title to Goods supplied by Cottenham shall pass to the Customer, unless and until the Customer has paid for the Other Goods by cleared funds or sells the Goods to a third party in the ordinary course of business. The Customer shall be entitled to sell the Goods in good faith in the ordinary course of business provided that in the case of the Goods referred to above the Customer shall hold and sell the Goods as trustee and fiduciary bailee and agent for Cottenham and the gross proceeds of such sale shall be held as bare trustee for Cottenham. The proceeds of sale of any goods shall be kept in a separate account and shall not be mixed with any other monies.

At any time after giving twenty four hours written notice to the Customer, Cottenham shall be entitled to enter upon the Customer’s premises during normal working hours to inspect the Goods. The Goods shall be stored separately and in a manner to enable them to be identified and cross-referenced to particular invoices. If payment for the Goods is not made by the Customer to Cottenham within seven days of the due date the Customer shall deliver the Goods to Cottenham on demand. In the event that the Customer does not comply with the demand within twenty four hours of receipt, Cottenham shall be entitled without liability in trespass or otherwise to enter onto the Customer’s premises at any time and to do all such things necessary in order to take possession of the Goods and remove the Goods from the premises.

In the event that the Customer cannot prove that specific goods relate to invoices for which Cottenham has already been paid, Cottenham shall be entitled to assume that all stock in the premises supplied by Cottenham relates to invoices that are unpaid by the Customer.

PAYMENT

Payment to Cottenham shall be made prior to dispatch of goods to Customer unless the Customer completes Cottenham’s Application for credit, whereupon full payment for all invoiced items shall be made by the 14th day of the month which immediately follows the month in which the goods have been delivered to the Customer. Cheques and payments shall be made payable to Cottenham. Payments by cheque shall not be deemed made until the cheques have cleared.

PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA)

If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest in connection with these Terms and Conditions of Sale, the Customer agrees that the following provisions of the PPSA will not apply: section 95 (notice of removal of accession), to the extent that it requires the company to give notice to the Customer, section 96 (when a person with an interest in the whole may retain an accession) subsection 121(4) (enforcement of liquid assets – notice to grantor); section 125 (obligation to dispose of or retain collateral); section 130 (notice of disposal), to the extent that it requires the company to give a notice to the Customer; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); section 135 (notice of retention) and section 143 (reinstatement of security agreement). Notices or documents required or permitted to be given to the company for the purposes of the PPSA must be given in accordance with the PPSA. The Customer consents to the company affecting a registration on the PPSA register in relation to any security interest in connection with these Terms and Conditions of Sale and the Customer agrees to provide all assistance reasonably required to facilitate this. The Customer waives the right to receive notice of a verification statement in relation to any registration on the register. In these Terms and Conditions of Sale, the following words have the respective meanings given to them in the PPSA: account, proceeds, purchase money, register, registration, security interest and verification statement.

PRICES

Quoted in Australian dollars & are subject to change without notice.

RETURN OF STOCK

The Customer will ensure all orders are considered carefully as Cottenham cannot accept returned stock due to overordering. Any good stock to be returned must be approved by Customer Service in advance and must:

be in unbroken cases in original carton
be of current vintage as determined by Cottenham stock holdings
not have been refrigerated at any time.
not have been purchased as part of a bonus offer or all bonus stock must be returned in full.

WINE EQUALISATION TAX (“WET”)

The Customer shall be liable to pay all WET on the goods unless, at the time the goods are ordered, the Customer validly requests exemption and accordingly quotes to COTTENHAM their Australian Business Number with their official order.

KEY TO ABBREVIATIONS

Bottle contents are 750ml unless otherwise specified
LUC– Landed Unit Cost per bottle, delivered to our customer’s premises in metropolitan Sydney.