Effective from 1 January 2026

 

1. INTERPRETATION

 

In this Agreement:

 

(a) 'the Seller' means Cerbaco Distribution Pty Ltd (ABN 21 354 783 159), of 7/200 Turner Street, Port Melbourne VIC 3207, Australia, holder of Victorian Liquor Licence No. 3372 0099;

 

(b) 'the Purchaser' means the applicant, firm, or company identified in the credit application or purchase order;

 

(c) 'the Products' means the Seller's range of alcoholic beverages and related goods, including but not limited to spirits, liqueurs, aperitifs, eau de vie, and any other products supplied by the Seller from time to time;

 

(d) 'Agreement' means these Terms and Conditions of Sale, together with any applicable credit application, and any amendments made in accordance with Clause 15.

 

2. PRICES

 

2.1 Prices quoted in the Seller's published price lists or by representatives of the Seller are subject to change without notice and are not binding on the Seller. All goods are charged at the applicable price ruling at the date upon which the Products leave the Seller's premises for delivery to the Purchaser.

 

2.2 All prices are exclusive of GST. GST will be applied in accordance with applicable legislation and shown separately on the Seller's invoices.

 

2.3 Prices are exclusive of freight and delivery charges. Freight charges shall be payable by the Purchaser unless the order meets or exceeds the applicable free freight threshold. The current free freight thresholds are:

(a) $450 (ex. GST) for Melbourne metropolitan deliveries; and

(b) $900 (ex. GST) for Victorian regional and all other Australian deliveries.

 

2.4 The Seller reserves the right to vary the free freight thresholds at any time without prior notice.

 

3. TERMS OF PAYMENT

 

3.1 The Purchaser's default payment terms are Net 30 days from the date of invoice, unless the Seller determines otherwise at its sole discretion. The Seller reserves the right to vary the payment terms applicable to any Purchaser at any time without prior notice, including but not limited to requiring upfront payment, shortened payment periods, or cash on delivery.

 

3.2 The Seller's default position is that the Purchaser's first order must be paid upfront prior to dispatch. At the Seller's sole discretion, and based on the Seller's assessment of the Purchaser's payment risk (including information obtained through third-party credit assessment tools), the Seller may elect to extend credit terms from the first order.

 

3.3 Where the Purchaser has a Credit Account and is overdue with any payment, or if the Seller is in receipt of bank or trade references which it regards as unsatisfactory, or if the Seller reasonably considers that the Purchaser's creditworthiness has deteriorated, the Seller reserves the right to:

(a) change the Purchaser's account to a C.O.D. (Cash on Delivery) Account with immediate effect;

(b) require upfront payment for all future orders;

(c) suspend or withhold deliveries until all outstanding amounts are paid in full; and/or

(d) reduce or revoke any credit limit previously granted.

 

3.4 Where the Purchaser has a C.O.D. Account, the Products must be paid in full at the time of delivery or prior to dispatch, as determined by the Seller.

 

3.5 The Purchaser shall have no right of set-off in respect of any claims against the Seller.

 

4. CREDIT LIMITS

 

4.1 The Purchaser may request a credit limit when completing a credit application. Any such request is indicative only and does not oblige the Seller to grant the requested amount.

 

4.2 The Seller reserves the sole right to determine the credit limit applicable to the Purchaser's account, and may set, vary, or withdraw the credit limit at any time without prior notice and at its absolute discretion.

 

4.3 The Seller is under no obligation to provide reasons for any credit limit decision.

 

5. DIRECT DEBIT AUTHORISATION

 

5.1 The Seller offers a Direct Debit Authorisation (DDA) facility as an optional payment method. Enrolment in the DDA facility is not mandatory and is available to the Purchaser:

(a) upon request at any time during the trading relationship; or

(b) at the time of account sign-up (for applications submitted on or after 17 April 2026).

 

5.2 Enrolment in the DDA facility requires the Purchaser to complete a Direct Debit Authorisation form administered by the Seller's third-party payment provider, EzyCollect. The specific terms and conditions governing the direct debit arrangement are set out in the Direct Debit Authorisation form and the associated Direct Debit Request Service Agreement provided by EzyCollect at the time of enrolment.

 

5.3 By completing the Direct Debit Authorisation form, the Purchaser authorises the Seller (via EzyCollect) to debit the Purchaser's nominated bank account or payment method for amounts owing in accordance with the Purchaser's payment terms and the schedule outlined in the Direct Debit Authorisation form.

 

5.4 The Purchaser must ensure that sufficient funds are available in the nominated account on each scheduled debit date. The Purchaser is liable for any dishonour fees, failed payment charges, or administrative costs incurred as a result of insufficient funds or a failed direct debit transaction.

 

5.5 The Purchaser may request to cancel or amend the Direct Debit Authorisation at any time by providing written notice to the Seller. Cancellation of the DDA does not affect any amounts already due or owing to the Seller, and the Seller reserves the right to require an alternative payment method to be established before processing further orders.

 

5.6 The Seller reserves the right to suspend or cancel the DDA facility for any Purchaser at any time, including where the Purchaser's account is in arrears or where repeated payment failures have occurred.

 

5.7 Any dispute regarding a direct debit transaction must be raised by the Purchaser with the Seller within seven (7) business days of the transaction date. The Purchaser acknowledges that disputes may also be raised directly with the Purchaser's financial institution in accordance with the Direct Debit Request Service Agreement.

 

6. DELIVERY

 

6.1 The Seller shall use all reasonable endeavours to meet the Purchaser's requested delivery dates but the Seller shall not be liable to the Purchaser for any loss or damage whatsoever should it be delayed or prevented from delivering the Products due to circumstances beyond its reasonable control.

 

6.2 It is the Purchaser's responsibility to inspect all Products upon delivery. The Purchaser must notify the Seller of any short delivery, missing stock, or damaged stock within 72 hours of taking delivery. The Seller shall not be liable for any such claim unless notified within this timeframe.

 

7. RETENTION OF TITLE

 

7.1 The Seller shall retain title of the Products supplied to the Purchaser until it has received payment in full. The Products belonging to the Seller shall be stored so that they are identifiable as such. That the Seller retains title to the Products until they have been paid for shall not affect its rights as an unpaid Seller.

 

7.2 If payment is overdue, the Seller shall be entitled to recover the Products belonging to it. The Purchaser grants the Seller and its authorised agents a licence to enter any premises where the Products are reasonably believed to be stored for the purpose of recovering unpaid Products, and the Purchaser agrees to provide reasonable access for this purpose.

 

7.3 If the Products belonging to the Seller are disposed of by the Purchaser or an insurance claim is made in respect of them, the Seller shall be entitled to trace the sale or insurance proceeds, which proceeds shall be held by the Purchaser in a separate bank account on trust for the Seller.

 

7.4 Once the risk has passed to the Purchaser in accordance with Clause 6.1 or otherwise, the Products shall be and remain at the Purchaser's risk at all times unless and until the Seller has retaken possession of the Products, and the Purchaser shall insure the Products accordingly.

 

8. CANCELLATION AND RETURN

 

8.1 The Purchaser may return the Products for credit or replacement provided they are returned to the Seller's premises with the applicable invoice number quoted, within fourteen (14) days of delivery to the Purchaser. Exceptions to this clause may be granted only subject to the approval of a director or authorised representative of the Seller.

 

8.2 The Purchaser must notify the Seller of any missing or broken stock within 72 hours of taking delivery.

 

8.3 The Seller reserves the right immediately to cancel any order or suspend any delivery without incurring any liability to the Purchaser if the Purchaser is in default of payment, or if the Purchaser becomes bankrupt, enters into liquidation, makes a composition with its creditors, has a receiver or manager appointed over the whole or any part of its assets or business, or takes or suffers any similar action in consequence of debt.

 

9. NON-AVAILABILITY OF STOCK

 

9.1 While every effort will be made to fulfil the Purchaser's orders for the Products, the Seller shall not be liable for any loss or damage arising as a result of non-availability of stock.

 

10. FORCE MAJEURE

 

10.1 The Seller shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from circumstances beyond the Seller's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, government orders or restrictions, import or export embargoes, sanctions, customs delays, shipping or freight disruptions, supplier shortages, war, civil unrest, terrorism, strikes, lockouts, fire, flood, or interruption to utilities or telecommunications.

 

10.2 Where a force majeure event continues for more than ninety (90) days, either party may terminate the affected order(s) by written notice without liability.

 

11. LIMITATION OF LIABILITY

 

11.1 To the maximum extent permitted by law, the Seller's total liability to the Purchaser in respect of any claim arising out of or in connection with the supply of the Products (whether in contract, tort, negligence, or otherwise) shall not exceed the invoice value of the Products to which the claim relates.

 

11.2 The Seller shall not in any circumstances be liable for any indirect, consequential, or economic loss, including but not limited to loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings, howsoever arising.

 

11.3 Nothing in this clause excludes or limits the Seller's liability under the Australian Consumer Law or any other liability that cannot be excluded or limited by law.

 

12. INTELLECTUAL PROPERTY AND BRANDING

 

12.1 The Purchaser must not alter, remove, or obscure any labelling, branding, or packaging on the Products.

 

12.2 The Purchaser must not use the Seller's or any supplier's trademarks, logos, brand imagery, tasting notes, or other proprietary marketing material without the prior written consent of the Seller.

 

13. CONFIDENTIALITY OF PRICING

 

13.1 All pricing, discount structures, rebate arrangements, and commercial terms provided to the Purchaser by the Seller are confidential and must not be disclosed to any third party without the prior written consent of the Seller.

 

13.2 A breach of this clause shall entitle the Seller to terminate the Purchaser's credit account and/or trading relationship immediately.

 

14. COMPLIANCE AND LICENSING

 

14.1 The Purchaser warrants that it holds all necessary licences, permits, and approvals required to purchase, store, and sell alcoholic beverages in its jurisdiction, and that it will comply with all applicable liquor licensing laws and regulations at all times.

 

14.2 The Purchaser must provide evidence of current licensing upon request by the Seller. The Seller reserves the right to refuse or cease supply if the Purchaser fails to provide satisfactory evidence of licensing.

 

15. VARIATION OF TERMS

 

15.1 The Seller reserves the right to amend, vary, or replace these Terms and Conditions at any time without prior notice.

 

15.2 The Purchaser's continued placement of orders following any amendment shall constitute acceptance of the amended Terms and Conditions.

 

15.3 The most current version of these Terms and Conditions will be available upon request from the Seller.

 

16. TERMINATION

 

16.1 Either party may terminate the trading relationship by providing thirty (30) days' written notice to the other party.

 

16.2 The Seller may terminate the trading relationship immediately and without notice if the Purchaser:

(a) breaches any material term of this Agreement (including failure to make payment when due);

(b) becomes bankrupt, enters into liquidation, makes a composition with its creditors, or has a receiver or manager appointed over the whole or any part of its assets; or

(c) engages in conduct that, in the Seller's reasonable opinion, is detrimental to the Seller's reputation or the integrity of its brands.

 

16.3 Upon termination, all outstanding invoices shall become immediately due and payable.

 

17. DISPUTE RESOLUTION

 

17.1 In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute by good faith negotiation within fourteen (14) days of written notice of the dispute.

 

17.2 If the dispute is not resolved within that period, either party may commence legal proceedings in the courts of the State of Victoria, and both parties submit to the exclusive jurisdiction of those courts.

 

18. DEBT COLLECTION

 

18.1 If any amount payable by the Purchaser remains outstanding for more than 90 days from the due date, the Seller reserves the right to engage a debt collection agency to recover the overdue amount without further notice.

 

18.2 The Purchaser agrees that any and all fees, charges, commissions, and legal or administrative costs incurred by the Seller in the process of recovering the debt, including those levied by the debt collection agency, will be added to the total amount owing and will be fully payable by the Purchaser.

 

18.3 The Purchaser acknowledges that non-payment may result in the debt being listed with credit reporting agencies, which may impact the Purchaser's credit rating. The Seller accepts no responsibility for any consequences arising from such reporting.

 

18.4 This clause is in addition to, and does not limit, any other rights or remedies available to the Seller under this Agreement or at law.

 

19. GENERAL

 

19.1 Failure to enforce any term of this Agreement does not constitute a waiver and shall in no way affect the right later to enforce it.

 

19.2 The invalidity or unenforceability of any term of this Agreement shall in no way affect remaining terms.

 

19.3 Clause headings are for ease of reference only and do not form part of or affect the interpretation of this Agreement.

 

19.4 The construction, validity, and performance of this Agreement shall be governed by the laws of the State of Victoria.

 

19.5 The parties submit to the exclusive jurisdiction of the courts of the State of Victoria.

 

19.6 These Terms and Conditions, together with any applicable credit application, constitute the entire agreement between the parties and supersede all prior representations, understandings, negotiations, and agreements, whether written or oral.