Terms & Conditions of Sale - WineFriend Ltd

Your purchase and use of the products and services available via this Website is subject to the following terms and conditions. By using this Website you confirm that you have read, understood and accepted these terms and conditions of sale, and agree to be bound to them.

Sale and Purchase of Products
Registration and Subscription Rules

1. As part of your registration for the WineFriend service you must select a Subscription and Delivery Frequency.
2. You agree to pay for the Products ordered in accordance with your Subscription and Delivery Frequency.
3. Subject to your Subscription, your order constitutes an order for a recurring purchase and delivery of Products and will, subject to the rights to pause and terminate, continue indefinitely.
4. A Subscription can be paused or terminated in accordance with these terms and conditions.
5. You warrant that you are over the age of 18 years and legally entitled to select a Subscription for purchase of the Products.
6. You understand that WineFriend may contact you to verify your age. If WineFriend are not satisfied as to your ability to truthfully provide the above warranty, WineFriend reserves its right to cancel your order.
7. You warrant that you are not under the influence of alcohol at the time your order is submitted.
8. In accordance with our website policy, you agree to keep your Login details safe and confidential at all times, and to ensure that no person or persons use your Login to purchase any Products.
9. The Delivery Frequency of a Subscription can be changed upon request.
10. All orders, Delivery Frequency changes, Delivery Point changes and requests for pausing or terminating of orders must be received by midday Monday, the week before the relevant Delivery Timeframe.
11. All deliveries will be made (subject to the Delivery Timeframes detailed below) to the requested Delivery Point in accordance with your selected Delivery Frequency.
12. In order to receive your delivery, you must ensure that a person over the age of 18 years, and not under the influence of alcohol, is available at the Delivery Point to accept your delivery. WineFriend reserves its rights to require its couriers to request the person accepting the delivery of suitable evidence of their age for verification purposes.
13. If suitable evidence of age is withheld or no person is present to accept delivery, WineFriend’s courier may refuse the release and delivery of an order. Such an event would be considered a failed delivery and would be subject to the provisions of failed deliveries under these terms and conditions.
14. If WineFriend or the courier have reasonable grounds to suspect that the delivery and supply of Products would have the effect of supplying alcohol to persons under of 18 years of age, WineFriend reserves the right to refuse to release the order and the provisions of failed deliveries will apply.
15. All communications relating to your Subscription must be submitted via email to hello@winefriend.co.nz or Freephone 0800 946 337.

WineFriend Discretion

You understand that WineFriend has the absolute discretion to:

1. refuse the registration application of a potential Customer for any reason whatsoever;
2. to accept and fulfil any order placed on its website;
3. to cancel any order for any reason whatsoever; and
4. to suspend or terminate the ability of any Customer to order through the Website for any reason whatsoever.

Customer liable for every order

You are liable for every order made under your Login which has not been cancelled or paused pursuant to the Registration and Subscription Rules.

Trade not supplied

Unless otherwise agreed with WineFriend, you may not purchase any Products through the Website for the purpose of resale or distribution.

Price and Payment

1. You must pay for your Subscription via our Website using credit or debit card only. Our Website does not accept any other forms of payment.
2. All payments for your Subscription will be invoiced and deducted or debited from your nominated credit or debit card immediately following your first order.
3. All payments for subsequent orders under your Subscription will be invoiced and deducted or debited from your nominated credit or debit card on the Tuesday before your intended Delivery Timeframe.
4. All prices are quoted in New Zealand dollars and are inclusive of GST.
5. All prices for Subscriptions are as displayed on the Website.
6. WineFriend reserves the right to change the prices from time to time during the term of this agreement.
7. WineFriend will notify you of any price increase by email at least seven days before the Delivery Timeframe for any affected Subscription.
8. If your credit or debit card is declined or fails to process payment for your Subscription, WineFriend may decline to deliver the relevant order or contact you directly to make alternative payment arrangements.
9. WineFriend reserves the right to refuse to accept any payment from any particular Customer for any reason whatsoever.
10. If you are invoiced or charged incorrectly, WineFriend will make the necessary adjustments to your invoice / charge to reflect the correct sum. WineFriend reserves the right to either credit / debit your credit or debit card or credit / debit your account balance via your online account.
11. WineFriend reserves its rights to recover any debt via a debt collection agency. You agree to indemnify WineFriend for the costs of collection of any overdue amounts, including the costs incurred by WineFriend in recovering the debt.

Product availability, quality and quantity

1. WineFriend will make every effort to fulfil orders placed with WineFriend and its Website; however no Customer of WineFriend shall be liable to any person if WineFriend is unable to or declines to supply any Products for any reason whatsoever.
2. WineFriend reserves the right to limit quantities able to be ordered by, or delivered to you. If your order is reduced in accordance with this clause, the price payable by you will be adjusted accordingly.
3. WineFriend may delay the dispatch of orders due to stock availability. If WineFriend is unable to or declines to supply any Products to you, WineFriend may substitute for similar Products of equal or higher value.
4. WineFriend will do all things reasonable to ensure the quality of its Products. If WineFriend agrees that Products were delivered to you in a damaged or spoiled condition, WineFriend shall, at your request, credit the value of the relevant product to your credit or debit card or to your online account and take any other step as may be required by the Consumer Guarantees Act 1993.

Delivery

1. All deliveries will be subject to these terms and conditions.
2. You will be immediately notified upon registration if WineFriend is able to deliver to your address. All delivery locations are accepted based on suburb and postcode confirmation.
3. WineFriend reserves the right to withhold the delivery of any Products to you for any reason whatsoever. You will not be charged for any Products which have been withheld by WineFriend.
4. All deliveries will be made to the Delivery Point in accordance with the Delivery Timeframes.
5. WineFriend is entitled to commission a third party to make deliveries. WineFriend will not be liable for any direct or indirect damage or loss (including negligence) suffered by you or any third party in making your delivery.
6. WineFriend shall be entitled to assume that the person accepting delivery of your Products is either the Customer or someone authorised by you to accept delivery on your behalf.
7. You must ensure that your Delivery Point is easily accessible by WineFriend’s contractor. If, in our contractor’s opinion, the Delivery Point is inaccessible, or for whatever reason, the Delivery Point is deemed unsafe, WineFriend will make contact with you to make alternative arrangements.
8. WineFriend reserves its rights to charge further delivery fees for such repeated deliveries. Such repeated deliveries include without limitation the requirement to re-deliver Products due to your inability to provide evidence of legal age in accordance with the Registration and Subscription Rules (“Failed Deliveries”).
9. You must notify WineFriend immediately of any change in your Delivery Point.
10. WineFriend aims to deliver on time, but may from time to time, due to reasons beyond its control be delayed and shall not be liable for failure to deliver on a timely basis. If the delay is considered by WineFriend as substantial, WineFriend will contact you to make alternative arrangements.
11. Where a Delivery Timeframe falls on a public holiday, WineFriend will organise delivery on the next working (non-holiday) day.

Ownership and Risk

Ownership, responsibility and risk in the Products shall pass to you on delivery to the Delivery Point.

Warranties

To the maximum extent permitted by law, the Website and our Products are provided on an “as is” basis without any warranty of any kind, whether express or implied by statute, common law or custom of the trade or otherwise, including, but not limited to, implied warranties, accuracy, non-infringement, guarantees or conditions of merchantability and/or fitness for a particular purpose. WineFriend does not warrant that the Website is error free or that any services provided in relation to the Website will be uninterrupted.

You acknowledge that you do not rely on any representation or statement made by or on behalf of any Customer or employee of WineFriend other than the express provisions of these terms and conditions. You must ensure that Products purchased by you are not used for any purpose other than for what they are reasonably deemed suitable.

You understand and acknowledge that you accept and are responsible for your use of the Website and that you will use all necessary skill and care in handling and using the Products. You expressly acknowledge and agree that WineFriend does not assume any obligation or liability for any information provided, and that all Products delivered are accepted by you entirely at your risk.

Termination

Either party may terminate this agreement immediately on notice to the other if the other:

1. Being a company:
   1. goes into liquidation (otherwise than for the purpose of a reconstruction approved by the Company); or
   2. has a receiver or statutory manager appointed; or
   3. goes into voluntary administration; or
2. Being a natural person:
   1. dies; or
   2. commits any act of bankruptcy; or
   3. commits any criminal offence punishable by imprisonment; or
   4. proposes or enters into any scheme of arrangement or composition with its creditors; or
   5. fails to pay an amount due under this agreement within 7 days of the due date; or
   6. breaches any other term of this agreement and, where the breach is capable of remedy, fails to remedy the breach within a reasonable time of receipt of notice to remedy.

Except in the case of orders which you have paid for, you can pause or terminate this agreement at any time temporarily or indefinitely by notifying us via our Website. Such termination our pausing must be notified in accordance with the required timeframes of the Registration and Subscription Rules.

Termination of this agreement does not relieve the parties from liability under this agreement up to the time of termination, nor does it relieve either party of any obligation to pay any money owed by it to the other party on any account whatsoever. You agree that WineFriend can continue to market our Products and services to you after termination unless you advise us that you do not wish to receive any further material from us.

If orders are not paid for in full or your bank declines payment and as a result money is owing to WineFriend then WineFriend reserves the right to suspend your ability to place further orders on the Website until such time as the outstanding balance has been paid in full.

WineFriend’s failure to insist upon or enforce your strict compliance with these terms and conditions will not constitute a waiver of any of our rights.

Intellectual Property

All right, title and interests in and to all Intellectual Property in all concepts, systems, processes, know-how, written, graphic and other material relating to the Website and the Products is owned by, and shall at all times remain the exclusive property of WineFriend Limited, its licensors and the providers of any Products and services accessible or provided through the Website, and is protected by New Zealand and international law.

Any comment, feedback, idea, or suggestions (“Comments”) which you provide to WineFriend through the Website becomes WineFriend’s Intellectual Property. If in the future WineFriend uses your Comments in promoting the Website or in any other format, WineFriend will not be liable to you for any loss, cost or expense which may arise from such use. Furthermore, you agree that WineFriend is entitled to use your Comments for any commercial or non-commercial purpose without compensation to you or to any other person who has transmitted your Comments. If you do provide us with Comments, you acknowledge that you are responsible for the content of such material including its legality, originality and copyright.

Privacy and use of information

WineFriend will comply with the Privacy Act 1993 in relation to any applicable information you supply via your registration on the Website.

WineFriend will only use any data you provide and which identifies you for the purpose of which it is supplied to WineFriend and will not use it for any other purpose or supply it to any third party except as required by law or authorised by you. Authorised disclosure includes but is not limited to:

1. The marketing of WineFriend;
2. Financial institutions including credit and debt referral agencies; and
3. Business advisors.

WineFriend will keep any data received safe and secure. WineFriend may engage third parties to provide you with goods and services on their behalf or carry out administrative or other functions on their behalf. In that circumstance, WineFriend may disclose your personal information to those third parties.

WineFriend reserves the right to use aggregate data (in a non-identifiable form) supplied to WineFriend by you for their own business purposes including the improvement of the Website and their services.

WineFriend may send you electronic messages which facilitate, complete, or confirm any transaction you enter into with us in relation to the Website. If you consent to receiving other electronic messages from WineFriend, you consent to receiving commercial electronic marketing messages from WineFriend relating to WineFriend’s goods and services and other information of related interest. WineFriend will stop sending you such messages if WineFriend receives such a request to stop from you.

Consumer Guarantees Act

You acknowledge that where the Products are ordered for business purposes (as the term “business” is defined in the Consumer Guarantees Act 1993 (“CGA”)), the provisions of the CGA shall not apply to the sale of the Products by WineFriend.

You agree that nothing in these terms and conditions is intended to have the effect of contracting out of the provisions of the CGA except to the extent permitted by the CGA, and all provisions of these terms and conditions shall be read as modified to the extent necessary to give effect to that intention.

Force Majeure

WineFriend shall not incur liability in respect of anything which might otherwise constitute a breach of its obligations under these terms and conditions arising by reason of “force majeure” (which shall include prevention occasioned by fire, casualty, accident, act of God, natural disaster, any law, order, proclamation, regulation, demand or requirement of any government or government agency, strikes, labour disputes, shortage of labour or lack of skilled labour, shortage or unavailability of Products or raw materials, delay in transit, electricity or communications failures, or other causes whatsoever beyond the reasonable control of WineFriend). WineFriend shall be excused from such performance to the extent of such prevention.

Variations

WineFriend reserves its rights to vary these terms and conditions at any time and without notice. WineFriend will provide notice to you of any amendments via its Website. Your continued use of the Website after such amendments are notified indicates your acceptance of those amendments

If any of these conditions are deemed invalid, void, or for any other reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions.

Notice

All notices relating to your Subscription, this Website, our Products and services must be served via our Website. WineFriend will provide notices to you via the Website, email and / or phone.

Governing Law

These terms and conditions will be construed in accordance with the laws of New Zealand. The courts of New Zealand shall have the non-exclusive jurisdiction to hear and determine any disputes arising out of this these terms and conditions.

Definitions

• “Customer”, “you” and “your” means you and any other person who registers, and/or orders Products, under your Login.
• “Delivery Timeframe” means, subject to these terms and conditions, a Thursday or Friday depending upon your location.
• “Delivery Point” means an outside area of the Premises, such as your front door, or any particular outside area specified by you in making an order via the Website. If the Premises are a multi-level building, the Delivery Point shall be located on the ground floor of the building.
• “GST” means goods and services tax chargeable in accordance with the Goods and Services Tax Act 1985.
• “Intellectual Property” means all intellectual property rights of whatsoever nature, including (without limitation) copyright in our wine selections.
• “Login” means your personal email address and password used to access the Website under your registration.
• “Premises” means the premises at the address specified by you on your registration application, as amended from time to time.
• “Products” means the relevant wines as selected and provided from time to time which are sold via the Website and relevant to your Subscription.
• “Subscription” means your selected wine package as advertised on the Website.
• “The Website” means this internet site owned by WineFriend Limited, being the medium by which you subscribe to receive Products.
• “WineFriend” “we” and “our” means WineFriend Limited, which is the seller of the Products and the owner of the Intellectual Property and includes its related companies, directors, officers, employees or agents.