Wholesale Terms and Conditions

Application

The above application applies to Inopolis Australia Pty Ltd (Trading as Drink Greek) for credit in relation to the supply of goods and acknowledges that net payment of all amounts due to Inopolis Australia Pty Ltd (Trading as Drink Greek) will be made within 30 days following the date of invoice. The above named undertakes to notify Inopolis Australia Pty Ltd (Trading as Drink Greek) in writing of any changes of the legal status of the customer.

Guarantee

The under named and undersigned guarantors in consideration of Inopolis Australia Pty Ltd (Trading as Drink Greek) at their request extending credit to the customer jointly and severally:

Guarantee the due amount by the customer of all amounts due to Inopolis Australia Pty Ltd (Trading as Drink Greek) within 30 days following the date of invoice.

Indemnify Inopolis Australia Pty Ltd (Trading as Drink Greek) in respect of any loss or damages suffered through default by the customer in net payments of any amounts so falling due.

Acknowledge this guarantee and indemnity shall be a continuing guarantee and indemnity for all monies owing by the customer to Inopolis Australia Pty Ltd in respect of any goods supplied.

Acknowledge that Inopolis Australia Pty Ltd (Trading as Drink Greek) may recover from the guarantors all monies due from the customer even though the customers is not default or Inopolis Australia Pty Ltd (Trading as Drink Greek) had made no demand on the customer.

3. Terms of Supply

The customer and the guarantors acknowledge that goods will be supplied only on the terms endorsed.

1. Goods will be supplied to the customer only on these terms and conditions and the terms contained in invoices from INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) provided that these terms shall prevail in the event of inconsistency.  
2. INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) may withdraw credit at any time and may vary the Terms of Supply at any time.  
3. Prices contained in quotations are valid for thirty days only. Quotations are not offers but invitations to treat only. A contractual relationship shall  only arise upon acceptance by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) of the customer’s order. Any contract between INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek)  and the customer will be evidenced solely by the order and acceptance. All other documents, drawings, conversations, acts, facts matters or  things shall not be incorporated in or form part of the contract.  
4. Goods supplied by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) are described by reference to their physical attributes and not by reference to their output or  performance.  
5. Failure by the customer to supply required information entitles INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) to vary the price and/or the date of delivery.  6. Unless quotations by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) specifically state to the contrary, all prices contained in quotes are not fixed and may be  varied by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) at any time. Prices invoiced by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) to the customer shall be those current  at the date of invoice unless otherwise agreed.  
6. Any variation between date of quotation and date of order in the cost to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) of freight, marine transit risk and other  insurances, shipping expenses, exchange, customs duty, sub-contractor’s costs or the cost of any component parts purchased by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) from others, shall be payable by the customer to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek).  
7. Interest at the rate of 16% per annum is payable by the customer on any amounts not paid when falling due.  
8. INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) will supply the customer from available stocks as soon as practicable after receipt of order. In the event of stock  shortages INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) may allocate available stocks between the customer and other customers from whom orders have  been received.  
9. Goods will be invoiced to the customer on dispatch of goods by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek). The customer will pay the amount invoiced on within 30 days following the date of invoice.  
10. INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) reserves the right to accept any order in whole or part or to decline any order.  
11. Acceptance by the customer of delivery of the goods shall be deemed acceptance of these conditions if not previously acknowledged by the  customer.  
12. To the extent permitted by law:  

13.1 All conditions and warranties which are or may otherwise be implied in relation to the supply of goods are excluded and negated.   

13.2 The liability of INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) to the customer or any person supplied by the customer for any loss or damage  occasioned to any person arising directly or indirectly out of supply or use of the goods is limited to the lowest of the cost of replacement  or a credit in full. The customer releases and indemnifies INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) against any liability arising out of the failure of  the customer to properly notify others as to the suitability or manner of using the goods.  

14. Where INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) has advised the customer that goods have been manufactured to certain standards and tolerances, the  customer shall accept all goods supplied by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) that meet such standards and tolerances.  15. INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) shall not be liable to the customer for failure of goods to meet any estimates of performance or capacity unless  such estimates have been specifically warranted by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) to the customer. Details of performance or capacity  contained in promotional material supplied by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) do not form part of these terms of supply and shall not be deemed  representations by, nor binding INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek).  
15. INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) shall only consider any claims by the customer in relation to the goods if made in writing to your representative  and received by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) within seven days of the date of delivery of the goods to the customer (refer to following page for  Claims Procedure).  
16. Intellectual property in any design documents, machinery or equipment produced by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) in order to supply goods to  the customer shall at all times remain vested in INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek). The customer indemnifies and holds INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) harmless in respect of any infringement, or alleged infringement, of patents, trade marks, copyright or other protected rights in respect of  any specifications or documents supplied by the customer to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek).  
17. The customer will not alter or remove any label, insignia or mark attached to the goods which bears the name of INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek)  or any trade marks or trade names used in relation to the goods.  
18. A certificate signed by an officer of INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) shall be conclusive evidence as to details of the goods delivered to the  customer and the status of net payment for those goods by the customer.  
19. The goods are supplied on the following terms:  

20.1 Risk in the goods passes on delivery into the custody of the customer or the customer's agent.  

20.2 The property in and ownership of the goods passes to the customer only on payment by the customer for all goods

supplied to the  customer.  

  20.3 Until net payment in full for all goods supplied to the customer:  

 (a) The relationship between the parties shall be fiduciary and the customer shall hold the goods as bailee for  INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek).  

 (b) Goods supplied to the customer by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) shall be:  

(i) Separately stored from all other goods.  

(ii) Where reasonably practicable marked and identified as the property of INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek).   (iii) Sold on by the customer but only as agent for INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) but, notwithstanding the provisions of this  clause, the customer shall not hold himself out to others as the agent of INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) shall not be bound by any contracts entered into by the customer with others. 

  (iv) Separately recorded by the customer as being the property of INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek).  

(c) The proceeds received by the customer from disposal of the goods shall be paid into a separate and identifiable bank account  and the customer shall account to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) from this account for monies due for the supply of the  goods.  

(d) The customer shall be entitled to a fourteen day period of credit but shall account to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek)  immediately upon disposal of the goods and receipt of the proceeds of sale by the customer.  

(e) INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) shall, without prejudice to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) other rights to recover damages for  termination or breach, be entitled to and is licensed by the customer to enter upon the customer's premises during normal  business hours and without notice in order to obtain possession of any goods supplied by the supplier for the purpose of either  resale or retention of possession by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek)

 (i) The customer fails to pay for the goods pursuant to the terms of this Contract.  

 (ii) Execution be levied against the customer and not be satisfied within fourteen days.  

 (iii) The customer discontinues business for any reason.  

  (iv) The customer commits an act of bankruptcy or, being a corporation:  

• An order is made or resolution passed for its winding up.  
• Goes into liquidation, receivership or administration or makes an assignment for the benefit of or arrangement or  composition with its creditors or is unable to meet its debts within the meaning of the Corporations Law.

21. The customer and the guarantors shall give written notice to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) of any change in the beneficial ownership or any  change in details of the persons in day to day control of the customer or of the death, insolvency, liquidation, dissolution, administration, official  management or bankruptcy of either the customer or any beneficial owner of the customer or any person in day to day control of the customer.  
22. INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) may at any time during the continuance of this agreement require the customer and all of the guarantors to  provide additional security as INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) in its discretion shall determine.  
23. The customer and the guarantors shall notify INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) of any change in the beneficial ownership of the customer or of the  death, insolvency, liquidation, dissolution, administration, official management or bankruptcy of the customer. The customer and the guarantors  jointly and severally indemnify INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) against any losses resulting from the delivery of goods by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) prior to receiving such written notice.  
24. Time is the essence. The customer shall meet all costs incurred by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) and occasioned by the default of the  customer in performance of any of these Terms of Supply.  
25. Pursuant to the Privacy Act 1988 (as amended) the customer and each of the guarantors authorises INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) to give to  and obtain from another credit provider or credit reporting agency for the purpose of assessing this application for credit or for the purpose of  notifying other credit providers of default, a credit report containing personal information about the customer and/or each of the guarantors or a  report containing information concerning the commercial activities or commercial creditworthiness of the customer and/or each of the guarantors.  This authority remains in force for so long as credit is provided by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) to the customer.  
26. If the customer is a trustee and, in that capacity, orders supply of goods by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek), then the customer warrants that it has  a right of indemnity from the assets of the trust fund to meet all amounts due to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek).  
27. Any provision of this agreement that may, wholly or in part, be deemed invalid shall to the extent of the invalidity be severed from this agreement  without prejudice to the continuing force and validity of the remaining provisions.  
28. This agreement shall be governed by the laws of the State of Victoria.  
29. In this clause:-  

  29.1 “GST Act” means A New Tax System (Goods & Services Tax) Act 1999 (as amended). “GST” means GST within

the meaning of the GST  Act.  

29.2 Unless express agreement is made to the contrary between INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) and the customer, the price payable by the  customer for a taxable supply made by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) represents the value of the taxable supply for which payment is  made.  

29.3 If INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) makes a taxable supply to the customer then; the customer must pay to INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) on the date of supply the amount of any GST payable in respect of the taxable supply.  

29.4 The customer shall not be obliged to pay GST on a taxable supply until INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) provides a valid Tax Invoice for  that supply.  

CLAIMS PROCEDURE  

1. Report all claims in writing to your representative.  
2. Any claims of whatever nature must be reported in writing to you representative within 7 days after receipt of goods or the purchaser is deemed to  forfeit any claims for damages or set off against INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek). Please quote invoice number, account name, delivery address and date, as well as all  other relevant details pertaining to your claim, without exception.  
3. Ullages:  

 (a) INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) will accept faulty stock (including label damage, dry breaks, leakers or short fills etc) for replacement only if seals on bottles are still  intact.  

 (b) Damaged stock found after delivery must be returned in original carton for replacement  

 (c) Restaurant returns are only acceptable if product is out of condition.  

 (d) In all cases, stock must be viewed and returned through INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) Area Managers. In order to action replacement or credit invoice number and  proof of delivery must be supplied.  

 (e) No replacement or credit will be forthcoming on stock broken or damaged on the Purchaser’s premises  

4. Return of Stock: A Sales Representative of Inopolis must view all stock offered for return for whatever reason. Invoice number and delivery date  must be quoted, before any returns will be accepted for credit and authorisation is required from the Sales Manager.    

NOTICE OF DISCLOSURE OF YOUR CREDIT REPORTING TO A CREDIT REPORTING AGENCY  

Under the Privacy Act, INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) is allowed to give Credit Reporting Agency personal information about your credit application.  

The information which may be given to an Agency is covered by Section 18E (1) of the Act and includes: 

1. Identity particulars (as permitted by the privacy Commissioner's determination issued under Section 18E (3).  
2. The fact that you have applied for credit and the amount.  
3. The fact that INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) is a current credit provider to you.  
4. Net payments which become overdue more than sixty (60) days and for which collection action has commenced.  
5. Advice that net payments are no longer overdue.  
6. Cheques drawn by you which have been dishonoured more than once.  
7. In specified circumstances, that in the opinion of INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) you have committed a serious credit infringement.  8. That credit provided to you by INOPOLIS AUSTRALIA Pty Ltd (Trading as Drink Greek) has been paid or otherwise discharged.