1.1 All prices are net, inclusive of excise duty but exclusive of GST unless otherwise expressly stated. Every attempt will be made to supply goods at the price listed, however prices are subject to change without notice, and the price for any delivery shall be that ruling at the time of despatch.
1.2 Hancocks specifically reserves the right to increase the price to recover any government taxes and charges after the date of the Customer’s order.
2.1 Hancocks will be under no liability for any order received until the order is accepted by Hancocks.
2.2 An accepted order may only be cancelled or varied with Hancocks’ consent and the giving of this consent shall not in any way prejudice Hancocks’ right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.
2.3 All goods are forwarded at “Limited Carriers Risk” within the terms of the Carriage of Goods Act 1979. No liability will be accepted for any shortages or breakages unless notified in writing to Hancocks within 24 hours of delivery.
2.4 It is agreed that delivery is deemed to have occurred by Hancocks issuing an invoice provided with the goods. No further proof of delivery can be raised by the Customer unless Hancocks is notified in writing, forwarded to Hancocks’ credit controller within two calendar months from the date of issue of the invoice.
2.5 Hancocks will use reasonable endeavours to deliver the goods at the time specified in any confirmation of order Hancocks issues, but if for any reason delivery is delayed, you remain bound to continue with the order and Hancocks is not responsible for any loss you may suffer as a consequence.
3.1 If payment is not made on the due date Hancocks may charge interest at the rate of 1.5% per month on any overdue amount on a compounding basis. This is without prejudice to Hancocks’ rights and remedies in respect of Customer default in not making payment by due date. In charging interest Hancocks does not agree to an extension of the due date for payment and neither does the charging of interest constitute a forbearance to sue for or seek recovery of the overdue monies by any other legal process.
3.2 The Customer agrees to pay Hancocks the full amount of invoices without deduction whether by way of set-off, counterclaim or legal or other, equitable claim whatsoever.
3.3 Any costs whatsoever incurred by Hancocks in the recovery of the monies due and/or the goods shall be payable by the Customer to Hancocks including but not exclusive to all solicitor client costs and collection charges incurred by Hancocks.
3.4 Hancocks hereby has the right to apply or appropriate any payment to any account of the Customer. Should the Customer have a number of accounts, then Hancocks is given the right to combine any account and also set-off any amount between accounts.
4.1 Notwithstanding the subsequent provisions of this clause 4, ownership and risk in the goods supplied by Hancocks to the Customer shall pass when the goods leave Hancocks’ warehouse or (if earlier) they are delivered to the Customer or its agent.
4.2 The Customer charges in favour of and grants a security interest to Hancocks in all of the Customer’s right, title and interest in the goods and their proceeds as security for the payment by the Customer to Hancocks of:
(a) the purchase price of the goods
(b) any other monies owing by the Customer to Hancocks from time to time whether under these terms and conditions of trade or any other agreement. (“Other Indebtedness”).
4.3 Subject to the following sub-clauses, notwithstanding the security interest in the goods created by the Customer in favour of Hancocks, the Customer is authorised by Hancocks, and undertakes that it will only sell the goods for full consideration in the ordinary course of its business.
(a) Any sale to an Associated Person (as defined in clause 6.2) is not a sale in the ordinary course of business, and any such sale is expressly made subject to the security interest created by this clause.
(b) Any purchase from an Associated Person of goods purchased by such Associated Person from Hancocks is not a sale in the ordinary course of business, and any such purchase is expressly made subject to any security interest that Hancocks may have in respect of such Associated Person, or if no security interest is held, such goods are held by the Customer subject to the security interest created by this clause 4.
4.4 The security interest in the goods created pursuant to clause 4.2 extends to the proceeds of any dealing with the goods in accordance with the Personal Property Securities Act 1999 (“PPSA”).
4.5 Pursuant to section 109 of the PPSA, Hancocks may take possession of and sell the goods if the Customer is in default in payment or the goods are “at risk”. In accordance with section 109 of the PPSA, goods are “at risk” if Hancocks has reasonable grounds to believe that the goods have been or will be destroyed, damaged, endangered, disassembled, removed, concealed, or otherwise disposed of contrary to the provisions of these terms and conditions of trade.
4.6 As the Customer’s agent for the purposes of this clause 4, in order to take possession of the goods pursuant to clause 4.5, Hancocks may enter the premises where the goods are stored and remove them. Hancocks will exercise reasonable care in entering and removing such goods but will not be liable for any damage caused.
4.7 Any payments made to Hancocks by or on behalf of the Customer on an unspecified basis or from the goods taken or sold by Hancocks shall be deemed to be applied in the following order:
(a) firstly, to Other Indebtedness
(b) secondly, to payment of goods supplied by Hancocks and which have been sold by the Customer; and
(b) lastly, to the payment of goods supplied by Hancocks and which have not been sold by the Customer.
4.8 (a) The Customer acknowledges that Hancocks will register (and as appropriate register a renewal of) the security interest
created by these terms and conditions of trade in the Personal Property Securities Register established under the PPSA.
(b) To the fullest extent permitted by law the Customer waives any rights it may have now or in the future to receive a copy of any verification
statement or other confirmation related to these registrations of the security interest as acknowledged in clause 4.8(a).
4.9 The Customer shall do such acts and provide such information as in Hancocks’ opinion (acting in Hancocks’ absolute discretion) may be necessary or desirable to enable Hancocks to perfect under the PPSA the security interest (as defined in the PPSA) created by these terms and conditions of trade as a first priority interest, with respect to the goods and any proceeds (as defined in the PPSA) or the sale of the goods.
4.10 Upon the prospective insolvency or receivership of the Customer, including but not exclusive to the Customer ceasing or threatening to cease to carry on business or attempting to make any arrangement with creditors, or the issue of any section 289 notice under the Companies Act 1993, then Hancocks shall immediately have all the rights and remedies referred to in these terms and conditions of trade and in particular the terms referred to in clause 4.5.
4.11 The Customer agrees to pay Hancocks each cost, loss and expense (including legal expenses on a solicitor and client basis) incurred or sustained by Hancocks as a result of any default by you under these terms and conditions of trade or as a result of exercising, protecting or otherwise enforcing Hancocks’ rights under these terms and conditions of trade, in each case on demand on a full indemnity basis.
5.1 Hancocks includes Hancocks Wines Limited or any entity selling the goods with its authority, including sales made online through its website.
6.1 The “Customer” includes the Customer, or any person to whom the goods are invoiced and may include the entity or party who is the recipient of the goods including the Customer’s agent or any person receiving or acknowledging receipt of the goods on its behalf.
6.2 For the purposes of these terms and conditions of trade, “Associated Person” means
(a) a related company (as defined in the Companies Act 1993) of the Customer where the Customer is a company itself, or if not a company, any company which owns (directly or indirectly) more than 50% of the voting rights in the Customer or other securities referable to that Customer
(b) a person who owns (directly or indirectly) more than 50% of the voting rights in the Customer or other securities referable to that Customer; and/ or
(c) any trust where the Customer is a beneficiary, or its spouse or child is a beneficiary, or any entity where any beneficial interest exists in favour of the Customer.
6.3 The Customer acknowledges that where any goods are purchased by an Associated Person from Hancocks, and the Associated Person has not entered in equivalent terms and conditions of trade directly with Hancocks, the obligations of the Associated Person shall also be the obligations of the Customer as if the Customer were the Associated Person and the Customer shall procure its Associated Person to fully comply with its obligations under these terms and conditions of trade as if the Associated Person was a party to these terms and conditions of trade.
6.4 The Customer guarantees to Hancocks the due and punctual observance and performance by its Associated Person of all of its liabilities and obligations whether contingent, prospective or actual under these terms and conditions of trade and indemnifies and will keep indemnified Hancocks against all losses, damages, costs and expenses which may be incurred, suffered or sustained by Hancocks by reason of such default or failure.
6.5 The Customer’s obligations are principal obligations and not ancillary or collateral to any other obligation.
6.6 The liability of the Customer is absolute and unconditional and is not affected by any act, omission, matter or thing which, but for this provision might operate or release or otherwise exonerate the Customer from any of its obligations.
6.7 The Customer shall procure that any Associated Person that has purchased goods from Hancocks and/ or intends to purchase goods from Hancocks and has not entered into equivalent terms and conditions of trade with Hancocks, shall do so as soon as reasonably possible.
7.1 I/We authorise irrevocably any person or company to provide Hancocks with such information as Hancocks may require in response to Hancocks’ credit enquiries. I/We further authorise Hancocks to furnish to any third- party details of this application and any subsequent dealings that I/we may have with Hancocks are a result of this application being actioned by Hancocks.
8.1 The terms and conditions of trade set out herein are irrevocable and no variation shall be recognised by or binding on Hancocks unless such variation be in writing and signed by both parties.
8.2 If any part of these terms and conditions of trade is held to be invalid, illegal or unenforceable, that part will be severed and the remainder of these terms and conditions of trade will remain in full force and have full effect.
8.3 You may not assign any of your rights or obligations under these terms and conditions of trade.
8.4 Hancocks may at any time modify these terms and conditions of trade by notice on the Hancocks website, and any such modifications shall apply from the date specified on the Hancocks website.
8.5 If there is any inconsistency between these terms and conditions of trade and any other terms and conditions set out on the Hancocks website (not being the current form of these terms and conditions of trade), these terms and conditions of trade shall prevail.
9.1 For the purpose of clauses 9.2 to 9.5, “you” means the Customer, Guarantor and/or website user, as the case may be and “you” has a corresponding meaning.
9.2 You authorise Hancocks to collect, store and use your personal information: to verify your identity; create an account with you; provide products and services to you; communicate with you; undertake credit checks of you; bill you and collect money that you owe Hancocks; provide and improve the online experience; market products and services to you (unless you have opted out); conduct research and statistical analysis (on an anonymised basis); protect and/or enforce Hancocks’ legal rights and interests; and for any other purpose authorised by you or under the Privacy Act 2020.
9.3 Hancocks collects personal information about you from you when you provide that personal information to Hancocks, including via Hancocks’ website and through any contact with Hancocks or when you buy or use Hancocks’ products and services, and from third parties where you have authorised this or the information is publicly available.
9.4 Hancocks may disclose personal information to: another company within its group; any business that supports its products and services, including any person that hosts or maintains the systems or data centre that it uses to provide its website or products and services; a credit reference agency to perform credit checks; any person Hancocks is lawfully required or permitted to supply personal information to; and any other person authorised by you.
9.5 You may decline to share personal information with Hancocks, in which case Hancocks may not be able to provide you with all of the products and services it offers or the features and functionality usually available on its website. You have the right of access to, and may request correction of, your personal information held by Hancocks. Hancocks may be contacted at 1/78 Tidal Road, Mangere, Auckland, 2022, NZ.
10.1 The Customer warrants that it holds a current valid liquor licence issued pursuant to the Sale and Supply of Alcohol Act 2012, the number of which is set out on the front page. The Customer undertakes that it will at all times hold a valid liquor licence while it is and continues to be bound by these terms and conditions of trade.