Good George Brewing
General Terms & Conditions of Trade
At Good George we like to make it easy for you to sell our beers!
However, our Legal Eagles, and Bean Counters have told us we need to have some ‘rules and regs’ around how we do, and don’t do things… So here they are!
If you are not sure…. Feel free to seek some legal advice before signing! Cheers!
The Good George Team
INTRODUCTION
1. General
1.1 Application of Terms: These Terms and Conditions of Trade (the Terms) apply to a sale of Products, and the loan of Equipment, by Somerset Brewing Company Ltd, (trading as, GOOD GEORGE BREWING, we or us)
1.2 Please read the Terms: We recommend that you carefully read these You representand warrant that you are over 18 and have the legal capacity to contract in New Zealand or that you are the Customer’s authorised representative and have the ability to bind the Customer to these Terms. If you do not agree to these Terms, you should not order Products with us.
1.3 Changes to Terms: From time to time, we may need to change these Terms to reflect our changing business. We may also need to change these Terms if we are required by law, for security reasons or for technical or infrastructure We may change the Terms at any time by posting the changed Terms on our websites.
SECTION 1: SALE AND PURCHASE OF PRODUCTS
2. Products and Ordering
2.1 Products: A list of our current products (the Products) is available (the Product List available on the portal). We only sell and deliver Products in New Zealand.
2.2 Alcoholic Products: We will only supply Products that are alcoholic beverages where you hold the appropriate license to sell such alcoholic beverages under the Sale and Supply of Alcohol Act
2.3 Responsibility for Orders Placed: It is your risk and responsibility to obtain every necessary or prudent authorisation to buy, possess, and/or resell the Products and to ensure that Products are purchased by an authorised You are liable for every order made by you or on your behalf.
2.4 Stock Availability: We will use reasonable efforts to ensure that we have in stock the Products shown in the Product List and on the portal. However, we do not guarantee the availability of any Products, and we will not be liable for any loss, damage or costs incurred by you or any other person if we are unable to provide you with Products shown in the Product List/ on the portal.
2.5 Orders not binding: Orders will not be binding on us until we have delivered the order to your nominated address and you have accepted the order by signing the delivery docket.
3. Delivery
3.1 Dispatching Orders: We will use our best endeavours to dispatch orders no later than two Business Days after the day your order is received by us.
3.2 Delivery: We will, at our standard delivery charges, deliver the Products to the Premises (provided the Premises are in New Zealand) by whatever methods and route we consider to be the most expedient.
3.3 Late Delivery: You agree that time is not of the essence in relation to delivery and that you must accept and pay for the Products even if they are delivered after a requested time. We will not be liable for any loss or damage arising from late delivery.
3.4 Failure to Deliver: We will not be liable for any failure to perform our obligations under these Terms if such failure is due to Force Majeure.
3.5 Delivery Completion: Delivery is complete when the Products reach the address you have specified for delivery. We will be responsible for arranging the delivery of Products unless you arrange otherwise with You also acknowledge that, in New Zealand, it is against the law to leave restricted Products, such as alcohol, unattended at an address. You must ensure that your representative is available to take delivery at the designated time for delivery because we will not leave the Products unattended.
3.6 Inspection on Receipt: You must inspect the Products on or immediately after Order shortages or damage in transit must be notified to our customer services team within 48 hours of the delivery.
3.7 No Returns: 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 in these Terms.
3.8 Pallets: Any pallets used for the delivery are a means of transporting goods and therefore becomes property of the receiver of goods. The Supplier (Good George) removes the ownership of the pallets on delivery
4. Price and Payment Terms
4.1 Purchase Price: Products will be charged at the Purchase Price applying on the date on which they are delivered to Any applicable taxes (including GST) will be added to the Purchase Price. Any applicable freight charges will be added to the Purchase Price
4.2 Payment on Credit Terms: If you have obtained a credit facility from us under the Credit Terms, and you are entitled, in accordance with the Credit Terms, to the benefit of a Period of Credit, you must pay the Purchase Price within the Period of Credit. Payment by direct debit or on invoice or other bill of exchange is not made until the bill of exchange is honoured in full. If you are a Cash Customer, you must pay the Purchase Price in advance of delivery.
4.3 Failure to Pay: If the Purchase Price is not paid in full when due, we may exercise our rights under clause 4.8 and, in addition, Somerset Brewing Company Limited in its sole discretion may charge default interest at the rate of 5% monthly above its bank’s current overdraft rate on any amount unpaid and overdue, calculated on a daily basis from after the due date for payment until payment is made in full, such default interest payable You must pay such amounts to us on demand. For the avoidance of doubt, where you have entered into a direct debit arrangement with GOOD GEORGE BREWING, you authorise us to deduct, from your nominated account, any account payable to us under to this clause 4.4. Stock credit will occur if no payment is received by the end of the month of payment due.
4.4 No Deductions: You must make all payments due to us in full without any deductions, whether by set-off, counter-claim, or any other equitable or legal claim.
4.7 Satisfaction of Debts: Where you owe any money to us, we will be entitled, at our discretion, to accept any payment received and apply it towards satisfaction of any such indebtedness.
4.8 Repossession of Products: If you fail to pay in full the Purchase Price for the Products we may, at your cost, retake possession of the Products title to which has not passed to you. We, for that purpose, may enter any Premises where those Products are held and remove those Products.
5. Risk and Title
5.1 Risk: Risk of any loss, damage or deterioration of, or to, the Products passes to you on delivery. You will insure the Products for their full insurable value.
5.2 Title: Legal and beneficial ownership to the Products does not pass from us to you until you pay in full the Purchase Price and all other monies payable or owing but not paid to us by you on any account.
5.3 Dealing with Products: Until title to the Products passes to you, you acknowledge and agree6. Warranties and Liability
6.1 Statutory Warranties Excluded: Subject to clause 3.7, all warranties, conditions and liabilities, whether implied by law, trade, custom or otherwise, and whether relating to the quality or fitness of any Products, merchantability, suitability for purpose, or otherwise (other than any warranties, conditions or liabilities which by legislation cannot be excluded) are hereby expressly excluded.
6.2 Customer Warranties: You warrant that you:
6.2.1 have and will continue to have any permit, government authorisation or licence required for you to carry on your business and, in particular and without limitation, if the Products include alcoholic beverages, that you will continue to have the requisite retail liquor licence required under any relevant laws;
6.2.2 will handle and store the Products at all times as directed by us or, in the absence of such direction, in accordance with prevailing industry standards for the particular Products; and
6.2.3 have product safety procedures in place which conform with the requirements of all relevant laws of New Zealand.
6.3 Consumer Guarantees Act not apply: You acknowledge and agree that you are not a “Consumer”, as defined in the Consumer Guarantees Act 1993, and the provisions of the Consumer Guarantees Act 1993 will not apply.
6.4 Limitation of Liability: Except as expressly provided in these Terms, to the extent permitted by law, we will have no liability to you, however arising and under any cause of action or theory of liability, in respect of loss of profit (whether direct or indirect), loss of business opportunity, or any special, indirect or consequential damages.
7. Product Quality and Recalls
7.1 Warnings about Product Quality: If we or you become aware of any defect, fault or other condition, actual, potential or threatened, in any Products (a Quality Issue) of which you have taken possession such that they should not be offered for sale to the public having regard to the nature and the extent of the threat, then that party must immediately give notice to the other of the Products affected by reference to product descriptions, batch codes, best before/used by date codes, item code numbers, quantities supplied, date of possession and any other unique identifier.
7.2 Recalls: You agree to co-operate to the fullest extent possible to diminish any risk to the public from the Quality Issue, which includes the following:
7.2.1 removing the Products that may be affected by the adverse experience from offer for sale to the public;
7.2.2 complying with all laws, regulations and notice requirements in relation to product recalls;
7.2.3 complying with any directions and corrective action required by GOOD GEORGE BREWING in relation to the Quality Issue;
7.2.4 recalling the Products that may be affected by the Quality Issue where they have been sold;
7.2.5 disseminating information that has been approved by us and which in our opinion is necessary or desirable to limit any harm, loss or damage that maybe.
SECTION 2: CREDIT TERMS
THIS SECTION ONLY APPLIES TO YOU IF YOU APPLY FOR AND ARE GRANTED A CREDIT FACILITY FROM US.
8. Setting up a Credit Facility
8.1 Credit Terms: The Terms set out in clauses 8 to 12 are the Credit
8.2 Credit subject to credit checks: We will only supply you with Products on credit when we have obtained a credit check satisfactory to our requirements.
8.3 Credit Application: If you seek a credit facility from us you must complete a "Credit Account Application" (Credit Application).
8.4 Guarantee and Indemnity: If a guarantee and indemnity are being provided on behalf of the Customer, the relevant terms are set out in clause 12.
9. Credit Information
9.1 Authorisation: You authorise us to:
9.1.1 make such enquiries and collect such personal information so as to enable us to assess your creditworthiness and to obtain credit reports, including history, standing or capacity, character references and credit statements;
9.1.2 obtain any personal information from any bank, financial institution, credit reporting agency, employer or other person;
9.1.3 disclose any personal information to any third party authorised to seek information;
9.1.4 report any overdue payments you owe to us to other credit providers or credit reporting agencies; and
9.1.5 use any personal information in connection with the Terms, and/or for marketing and customer service activities.
9.2 Failure to supply authorisation: You understand that failure to authorise the obtaining of personal information from any third party may result in the declining or cancelling credit terms to you and that there is a right of access to, and correction of, personal information which is held by
9.3 Privacy Policy: If you are an individual, we recommend that you read our Privacy
10. Credit Information Warranty
10.1 Applicant Warranty: You warrant:
10.1.1 that all information given to us, in a Credit Application or otherwise, is true and correct;
10.1.2 if the Customer is a natural person, that the credit to be provided under the credit facility will be applied wholly or primarily for business purposes and not for personal, domestic or household purposes; and
10.1.3 that if you provide us with personal information about another person who is an individual (for example, a referee), you are authorised to do so, will inform that person that we may use their information in order to assess this application and further that they can gain access to the information we hold about them by contacting us.
10.2 Authorisation to Bind: Each signatory to a Credit Application warrants that, where there is more than one Customer, or where the Customer is a corporation, that he or she is authorised to sign on behalf of all Customers or the corporation, as appropriate.
11. Credit Terms
11.1 Our Rights: You acknowledge that we may, in our discretion:
11.1.1 request further information, including financial statements from the Customer in order to assess the Credit Application;
11.1.2 decline the Credit Application;
11.1.3 determine the number of days within which, from the date of delivery of Products, the Customer is to pay for Products (the Period of Credit);
11.1.4 determine the maximum amount of credit to be provided to the Customer at any time (the Credit Limit);
11.1.5 suspend or withdraw the credit facility;
11.1.6 vary the Period of Credit or vary the Credit Limit; or
11.1.7 vary the Credit terms.
11.2 Period of Credit/Credit Limit: If we accept a Credit Application submitted by you, you will be notified of the Period of Credit and any Credit Limit. Any subsequent order of Products placed by you and accepted by us will have the benefit of the Period of Credit except:
11.2.1 where, pursuant to the Credit Terms, the credit facility is withdrawn and we give you notice that all monies owing by you to us are immediately due and payable; or
11.2.2 where, in accordance with clause 3, the provision of credit in respect of the Purchase Price would cause the Credit Limit to be exceeded.
11.3 Exceeding the Credit Limit: If we determine that a Credit Limit is to apply to the credit facility provided to you, an order placed by you will not have the benefit of the Period of Credit if the Purchase Price for that order, when added to the Purchase Prices already subject, at that time, to the benefit of the credit facility, would cause the Credit Limit to be If, by operation of this clause, an order is not entitled to the benefit of the Period of Credit and if, through inadvertence including because of a mistaken belief that the Period of Credit was available to you, the Products are delivered without the Purchase Price having been paid in advance of, or in cash on, delivery, the Purchase Price must be paid immediately on demand made by us.
12. Guarantee and Indemnity
12.1 Acceptance: If the Customer is a company or trust, the director(s) or trustee(s)
(the Guarantor(s)) must indicate their agreement to provide a guarantee and indemnity in the Credit Application, in consideration for us agreeing to supply Products and Equipment and granting credit to the Customer at its request.
12.2 Guarantee and Indemnity: The Guarantor(s):
12.2.1 irrevocably and unconditionally guarantee to us the due, proper performance by the Customer of its obligations to us; and
12.2.2 jointly and severally personally undertake as principal debtors to us the payment of any and all monies now or in the future owed by the Customer to us and indemnify us against non-payment by the Customer.
12.3 No release of Customer: Any personal liability of the Guarantor(s) will not release the Customer in any way whatsoever from its liabilities and obligations to us or in any way prejudice or affect the liability of the Customer to us. The Guarantor’s obligations to us may be enforced by us without our having to take steps against the Customer, or to make or file any claim for bankruptcy or liquidation of the Customer or any other party, or to take any action against the Customer, or to resort to any other security or guarantee or any other means of payment.
SECTION 3: LOAN OF EQUIPMENT
THIS SECTION ONLY APPLIES TO YOU IF YOU ARE LOANING BEER DISPENSING OR PRODUCT DISPLAY EQUIPMENT FROM US.
13. Provision and Installation of Equipment
13.1 Loan of Equipment Terms: The Terms set out in clauses 13 to 18 apply to all Equipment leased by us to you.
13.2 Installation: We will install the Equipment in the Premises at the site selected by us and approved by Once installed at the site, the Equipment must only be removed or relocated by our representative, except in the case of an emergency.
13.3 No Modifications: You must not modify or alter the Equipment including any labels, trademarks, advertising or other markings on the We may affix, modify or remove any labels, trademarks, advertising or other markings on the Equipment from time to time.
14. Use, Care and Insurance of Equipment
14.1 Use of Equipment: All Equipment must be used:
14.1.1 in accordance with all applicable laws;
14.1.2 in your normal course of business;
14.1.3 for the purposes for which it was designed; and
14.1.4 solely for dispensing the Products unless we agree
14.2 Responsibility for Equipment: You must:
14.2.1 take reasonable care of the Equipment and protect it against theft, vandalism or unauthorised interference;
14.2.2 not part with possession or control of the Equipment;
14.2.3 make the Equipment available to us for collection in an undamaged condition (fair wear and tear excepted) on request; and
14.2.4 insure the Equipment against loss, damage or destruction by fire, theft, accident or malicious damage.
14.3 Care of and Cleaning Equipment: You must:
14.3.1 thoroughly clean and/or fill the Equipment on a regular basis;
14.3.2 permit us or our representatives to enter the Premises to service, inspect and/or test, the Equipment and to carry out any repairs to the Equipment on Business Days;
14.3.3 operate the Equipment strictly in accordance with all instructional manuals and other information provided by us.
15. Maintenance and Replacement of Equipment
15.1 Maintenance: You will, at your expense, maintain the Equipment in a good working order. You will notify our customer services team promptly upon becoming aware of any damage, modification, defect, interference, fault, malfunction, breakdown or failure in performance of the
15.2 Costs: Where the Equipment is damaged as a result of operator or user error, mistreatment, vandalism, or damage in excess of fair wear and tear, rather than an equipment malfunction, you as the operator are liable for all charges relating to repair and maintenance.
16. Risk and Ownership
16.1 Risk: From the date of delivery until collection by us, risk of loss or damage to the Equipment will remain with you.
16.2 Ownership: Notwithstanding the passing of risk, the Equipment will at all times be and remain the property of GOOD GEORGE You must not remove, interfere with, obscure or alter the identification plate attached to the Equipment. You must not represent to any third party that it has any right, title or interest in the Equipment and must not dispose of, charge, encumber or otherwise deal with the Equipment.
17. Term and Termination
17.1 Term: The Equipment will be supplied to you on a loan basis for an initial period of 12 months. The term of the loan will be extended automatically for successive periods of 12 months unless either of us gives notice of termination to the other at least 30 days’ written notice of a desire to terminate the loan.
17.2 Termination: We may also terminate the loan of Equipment at any time if:
17.2.1 you vacate the Premises where the Equipment is installed or cease to carry on business at the premises;
17.2.2 you sell or otherwise transfer your business;
17.2.3 we determine, in our discretion, that the continued placement of the Equipment at the Premises is not financially viable or would expose the Equipment to unreasonable risk of damage;
17.2.4 you fail to comply with these Terms and you fail to remedy that non-compliance within 10 days of receipt of notice from us to that effect.
17.3 Right to Enter: If the loan of Equipment is terminated under this clause 16, then we are entitled to enter directly or by our contractors, without notice, the Premises or any other location where we believe the Equipment may be located and reclaim the Equipment without being liable for any loss or damage incurred as result of a seizure, repossession or removal of the Equipment from any Premises or other location.
17.4 Liability: You agree to pay damages to us (as determined by us, acting reasonably) arising as a result of your non-compliance with the Terms. For the avoidance of doubt, where you have entered into a direct debit arrangement with GOOD GEORGE BREWING, you authorise us to deduct, from your nominated account, any account payable to GOOD GEORGE BREWING pursuant to this clause 17.4.
18. Assignment and Cessation of Business
18.1 No assignment: You must not assign or transfer the loan relating to the Equipment without our prior written If the Customer is a company then, for the purpose of this clause, any change in effective control or ownership of the Customer constitutes an assignment of the Customer’s rights under these Terms.
18.2 Notice if vacating Premises: You must notify us at least 30 days in advance if you intent to vacate the Premises where the Equipment is installed or if you are selling or otherwise disposing of the business carried on at the Such notification will give us a reasonable period of time to remove the Equipment prior to your cessation of business.
18.3 Binding your transferee: If you have been unable, due to reasons of emergency, to provide us with the 30 day prior notification, you must obtain the agreement of the person or entity to whom you are transferring your interests in the Premises, or the business, to hold themselves bound by the Terms as though they were an original party of them.
SECTION 4: PERSONAL PROPERTIES SECURITY ACT 1999
THIS SECTION APPLIES TO YOU IF YOU ARE BUYING PRODUCTS AND/OR LEASING EQUIPMENT FROM US.
19. Security Interests and the Personal Property Securities Act 1999
19.1 Creation of a Security Agreement: You acknowledge and agree that:
19.1.1 the Terms constitute a security agreement for the purposes of section 36 of the Personal Property Securities Act 1999 (PPSA); and
19.1.2 a first ranking perfected security interest is taken over all present and after acquired Products (being, for the avoidance of doubt, all your present personal property and after-acquired property except for any item of personal property which has not (or which is exclusively the proceeds of any item of personal property which has not) been supplied by us to (or for the account of) you) to secure the payment by you to us of all sums due to us and/or which we are entitled to charge under these Terms; and
19.1.3 a first ranking perfected security interest is taken in any Equipment leased by us to
19.2 Ensuring a Perfected Security: You will do everything, at your cost, that we reasonably require to ensure that we have a perfected security interest and a purchase money security interest in each part of the Products and, where applicable, the Equipment, and generally to obtain, maintain, register and enforce our security interests in accordance with the PPSA.
19.3 Specific Obligations: You undertake to:
19.3.1 sign any further documents and provide any further information which we may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
19.3.2 indemnify us for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any item charged thereby;
19.3.3 give us not less than 14 days’ prior written notice of any proposed change in the Customer’s name or any contact details; and (v) waive your right to receive a verification statement in accordance with section 148 of the PPSA.
19.4 No consent or subordination: Nothing in these Terms will be construed as:
19.4.1 an agreement to subordinate the security interest or the charge under these Terms in favour of any person;
19.4.2 consent by GOOD GEORGE BREWING to any other security interest attaching to (as "attach" is used in the context of the PPSA), or any other security subsisting over, any Products or Equipment;
or
19.4.3 consent by GOOD GEORGE BREWING to any property that is not Equipment becoming an accession to any Equipment.
19.5 Reinstatement of s 109(1): If, at any relevant time, we do not at that time have priority over all other secured parties in respect of any part of the Products and, where applicable, the Equipment, then you and we will, for the purposes of section 109(1) of the PPSA, be deemed, in accordance with the entitlement to do so under section 107(1) of the PPSA, to have contracted out of that section but specifically on the basis that, as between us and only to the extent of that part of the Products and, where applicable, the Equipment, and the operation and application of the PPSA, section 109(1) (but amended only by the deletion of the words ‘with priority over all other secured parties’) is reinstated and contracted back into.
19.6 Non application of certain sections: Nothing in sections 114(1) (a), 133 and 134 of the PPSA will apply to these Terms and Conditions of Sale, or the security under these terms and conditions, and waives the Customer’s rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the
19.7 Survival: This section five survives the termination of the arrangements and agreement between you and us.
