Conditions of Use

Website - Conditions of Use

related to the facilitation of Products and Services supplied by Vendors on https://wholesalessupply.com.au/

Updated: 18-11-2024

Table of Contents

Application of Terms
Words and phrases which are defined in clause 2 have the same meaning when used elsewhere in these Terms. Defined terms are generally indicated by the use of a capital letter.
The facilitation of the purchase of Products and Services on Wholesale Supplies Pty Ltd, and business undertaken with Wholesale Supplies Pty Ltd, is in all cases subject to these Terms. No statement, act or omission by any person acting or purporting to act on behalf of Wholesale Supplies Pty Ltd has effect to waive, add to or vary these Terms, unless the waiver, addition or variation is in writing and signed by a duly authorised representative of Wholesale Supplies Pty Ltd.
The use of a Customer's own terms and conditions is no derogation from these Terms. In particular, Wholesale Supplies Pty Ltd will not be bound by any terms attaching to or accompanying any Customer order, and the Customer agrees that all such terms are excluded.
These Terms include and should be read in conjunction with the following policies and terms that are accessed through the Website:

(a) Wholesale Supplies Pty Ltd’s privacy policy;

(b) Wholesale Supplies Pty Ltd’s how to order and pay policy

Wholesale Supplies Pty Ltd may add to or amend these Terms at any time by giving notice to the Customer by e-mail or by placing a copy of the Terms as amended on Wholesale Supplies Pty Ltd's website. Such addition or amendment will take effect 30 days after notice is given, or later in accordance with its terms. Without limitation, continued placement of orders by the Customer with Wholesale Supplies Pty Ltd after the notice has been given will be conclusive evidence that the Customer has accepted the terms as added to or amended.
Definitions and Interpretation

2.1 In these Terms the following definitions apply:

“ATO Determination” means the Australian Tax Office determination A New Tax System (Goods and Services Tax) Act 1999 Classes of Recipient Created Tax Invoice Determination (No. 1) 2000 and other applicable determinations in force from time to time.
“Auto pay” means payment by electronic, automated means from a credit card account or by direct debit from a bank account.
"Business Day" means any day other than a Saturday, Sunday or public holiday in Sydney.
"Case" includes case, box, carton or other storage container used for the storage of Products.
"Wholesale Supplies Pty Ltd" means Wholesale Supplies Pty Ltd Pty Ltd ABN 16669868795 and, where the context permits, includes its officers, employees, agents and contractors.

“Wholesale Supplies Pty Ltd Account” means an account opened by the Customer with Wholesale Supplies Pty Ltd for access to or for the purchase of Products or Services.

“Wholesale Supplies Pty Ltd Fees” include but are not limited to the following:
“Subscription Fee” which means Wholesale Supplies Pty Ltd’s fee for subscription to an applicable Wholesale Supplies Pty Ltd Account, subscription fees do not apply to all accounts.

"Claim" includes any claim, demand, action, proceedings, suits, liability, loss, damages, cost (including legal costs) or expense suffered or incurred whether in contract or tort, under statute or otherwise.

"Contribution" means any tasting notes, comments, photos, data, or other information or materials that the Customer Uploads to the Website and is either displayed solely to the Customer or publicly. "Customer owned Contribution" means a Contribution that the Customer, rather than a third party, owns.
"Customer" includes:

(a) a person with whom any contract for the purchase or provision of Products or Services is made by Wholesale Supplies Pty Ltd; and

(b) a person to whom Wholesale Supplies Pty Ltd offers Products or Services, as sold by a Vendor;

(c) and, where the context permits, his officers, employees, agents or contractors other than Wholesale Supplies Pty Ltd.

"GST" means the goods and services tax as provided for by the GST Law.
“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) (as amended) or any other goods and services tax, value added tax, consumption tax or tax of similar effect levied from time to time.
“GST Law” means the GST Act and associated legislation including without limitation delegated legislation.
"Intellectual Property Rights" includes all rights in respect of copyright, trade-marks, patents, designs, protection of confidential information, circuit layouts, and any other intellectual or industrial property rights whether arising under statute or otherwise
“Market Price” means the price paid to Wholesale Supplies Pty Ltd by the buyer.

(a) “Wholesale Price” the price as specified in the offer made by the Vendor, as shown on a per Case basis (unless otherwise specified), the price included any discounts as applied, and excludes GST.

(b) “List Price” – The price which Wholesale Supplies Pty Ltd has been instructed by the Vendor to make the product available to the market foregoing any particular conditions or rules attached to the purchase of a product, and not including any discounts or GST

“Password” means a secret word or phrase that a Customer uses to gain admittance or access to services or information on the Website.
"Product" means any goods of any kind whether supplied by Wholesale Supplies Pty Ltd to a Customer, or promoted on the Website.
“Product List” means the list of products available for sale by Wholesale Supplies Pty Ltd, published on the Website.
“Provenance Guarantee” means Wholesale Supplies Pty Ltd’s assurance of the source and quality of a Product supplied to the Customer by a Vendor and offered for sale on Wholesale Supplies Pty Ltd.

“Registration” means registration by the Customer on the Website for either a Wholesale Supplies Pty Ltd B2B account or to receive Wholesale Supplies Pty Ltd’s newsletters by email and “Register” has a corresponding meaning.

“Reward Points” &“Bonus Reward Points” means points offered to the customer when they perform certain functions on the website, such as Registration, shopping on the web site, ordering and payingfor goods and services. The points awarded may have an expiry date and time. They are not transferrable, not redeemable for cash, and not valid with any other product or service unless explicitly displayed on the web site at the time of purchase.
“Schedule of Fees and Charges” means the schedule of Wholesale Supplies Pty Ltd Fees and Wholesale Supplies Pty Ltd’s charges for the Services, as published by Wholesale Supplies Pty Ltd from time to time (i.e. such as a Subscription to ProAnalytics).
"Service" means any delivery, or other service provided or performed by Wholesale Supplies Pty Ltd or the Vendor for a Customer.
“Subscription” means subscription by the Customer on the Website for a Wholesale Supplies Pty Ltd Service – (such as Pro Analytics) and “Subscribe” has a corresponding meaning.

“Warehouse” a secure location used for logistical purposes of the Vendors business, including storage, cross docking, picking, packing, dispatch and returns handling.

“Tax” includes any tax, levy, duty, excise or impost, including, but not limited to, GST, WET, which apply to the supply, import, export, purchase of or payment for any Product or the performance of or payment for any Service.
“Import Duty” means a tax levied on imported products
"Terms" means these terms and conditions and Wholesale Supplies Pty Ltd’s policies referred to in clause IV, each as varied from time to time in accordance with clause V.
"Upload" means to post, enter, or otherwise provide to the Website or the Wholesale Supplies Pty Ltd software.
"Website" means Wholesale Supplies Pty Ltd's Website at the internet address https://Wholesale Supplies Pty Ltd/
"WET" means the wine equalisation tax levied under the A New Tax System (Wine Equalisation Tax) Act 1999 (Commonwealth) (as amended) or any tax of similar effect levied from time to time.
Except where the context otherwise requires, in these Terms:

(a) the singular includes the plural and vice versa;

(b) words importing one gender include other genders;

(d) a reference to an individual includes a partnership, body corporate, government authority or agency and vice versa;

(e) a reference to a party includes that party's executors, administrators, successors and permitted assigns;

(f) if a party consists of 2 or more individuals, these Terms apply to all of them jointly and each of them severally;

(g) headings are for convenience only and do not affect the interpretation of these Terms; and

(h) any expression used that is defined in the GST Law has that defined meaning.

“Vendor” means a business seller, who is the current holder of an ABN and is currently registered for GST, and creates a product or service offering and markets the Product or Service for sale on the Website. The Vendor appoints Wholesale Supplies Pty Ltd to act as its agent in all respects (except where specified).

Website Terms of Use

(a) Registration on the Website provides the ability to store frequently used information such as Product queries and personal information used to speed check-out, as well as access (where subscribed) to Wholesale Supplies Pty Ltd ProAnalytics, prices and premium third-party content licensed by Wholesale Supplies Pty Ltd. The Customer warrants and represents that all the information provided by the Customer in the course of registering and/or subscribing on the Website is complete, accurate and up to date. The Customer undertakes to promptly notify Wholesale Supplies Pty Ltd of any changes to such information.

(b) A person may only register and/or subscribe and remain registered and/or subscribed on the Website if he can enter into legally binding contracts under Australian law and if his registration and/or subscription is/are and will remain permitted under the law of the person’s country of domicile or residence, if other than Australia. A person can only register and/or subscribe on the Website if, and the Customer represents and warrants that:

(if the Customer is an individual or a group of individuals) the Customer is or all members of the group are over the age of 18 (or, if higher, the legal minimum age for buying alcohol in the state in which the Customer resides or requires delivery); and

(c) (if the Customer is the representative of a company, partnership, trust or other organisation) the Customer has authority to place orders on behalf of such company, partnership, trust or other organisation and that the Customer is legally permitted to enter into each contract that results from acceptance of the Customers orders.

(d) Upon registration and/or subscription, the Customer must provide a working email address and a password and all other relevant address and contact details required by Wholesale Supplies Pty Ltd. The Customer, or the Customer's authorised representative, must ensure that Customer’s email address and password remain confidential at all times and agrees that the Customer is solely and entirely responsible for all activities which occur using the Customer’s email address and password. The Customer must notify Wholesale Supplies Pty Ltd immediately if the Customer becomes aware of any unauthorised use of the Customer’s email address and password. Each Customer email address and password must be used by a single user and/or the Customer's authorised representative(s) and is not transferable. Wholesale Supplies Pty Ltd may suspend or terminate access to an account if it suspects unauthorised or improper use.

(e) It is the Customer’s responsibility to inform Wholesale Supplies Pty Ltd of any change to his email address and other relevant address and contact details. If any communication from Wholesale Supplies Pty Ltd to the Customer is returned to Wholesale Supplies Pty Ltd as undelivered, the Customer’s account may be deemed to be temporarily closed (at Wholesale Supplies Pty Ltd’s discretion). The Customer’s account will remain temporarily closed until the Customer notifies Wholesale Supplies Pty Ltd of the Customer’s correct email address, physical address and contact details (as the case requires). While the Customer’s account is temporarily closed, Wholesale Supplies Pty Ltd will not send the Customer any communications. Wholesale Supplies Pty Ltd shall not be liable to the Customer for any direct, indirect or consequential loss, damage, cost or expense suffered by the Customer on account of the temporary closure of the Customer’s account, including without limitation any change in value or any loss of opportunity, market or profit.

(f) If the Customer is issued with a password by Wholesale Supplies Pty Ltd, the Customer agrees to take responsibility for the safekeeping of the Customer’s password and will not disclose it to anyone. The Customer is liable if an unauthorised person uses the Customer’s password. The Customer agrees to release and forever indemnify Wholesale Supplies Pty Ltd in relation to any liability howsoever arising out of the unauthorised use of the Customer’s password.

(g) A valid method of payment, optional and nominated at the time of purchase, or as elected/agreed during your account application:

credit account facility, on agreed Terms, payable by Direct Debit or Direct Credit
a credit, debit or charge card associated the Customer
the Customers - Buy Now Pay Later (B.N.P.L) account as provided (and integrated with the BNPL partner)
a Direct Debit authority, allowing for immediate drawdown of funds

The Customer may maintain this information, as well as other information such as shipping addresses, on the My Account page of Wholesale Supplies Pty Ltd's site. All personal information provided to Wholesale Supplies Pty Ltd will be treated in accordance with the Wholesale Supplies Pty Ltd’s Privacy Policy. The Customer must ensure that the Customer is fully entitled to use that credit, debit or charge card both at the time when the Customer enters its details and when the Customer seeks to use it, and that the card has or will have, at all relevant times, sufficient funds or available credit to cover all charges the Customer incurs to Wholesale Supplies Pty Ltd.

(h) The Customer acknowledges that Wholesale Supplies Pty Ltd or its Vendors or related corporations own or are licensed to use all Intellectual Property Rights on the Website (including, but not limited to, any images, photographs or text which Vendors choose to appear on the Website). The Customer agrees that the Customer will make no representation to the contrary, and that the Customer must not use or copy the Website in any manner which is inconsistent with the rights of the owner or licensee of such Intellectual Property Rights.

(i) As a condition of use of the Website, the Customer expressly agrees not to use the Website, or other internet services provided by Wholesale Supplies Pty Ltd for any purpose that is unlawful or prohibited by these Terms. The Customer agrees to abide by all applicable local, state, national, and international laws and regulations. The Customer agrees that the Customer is solely responsible for all acts or omissions that occur using the Customer's account, including the content of transmissions through Wholesale Supplies Pty Ltd's service.

(j) Without Wholesale Supplies Pty Ltd's prior written consent the Customer may not reproduce, distribute, modify, create or display derivative works based on, repost or otherwise use the content of the Website. Nothing contained herein shall be construed as conceding any licence or right under any copyright or other intellectual property right.

(k) The Customer acknowledges that any trademarks or logos which appear on the Website are owned by or licensed to Wholesale Supplies Pty Ltd or its associates or related corporations, and that the Customer must not do anything to prejudice the rights of the trade mark owner or licensee to such trademarks or logos.

(l) The Customer agrees not to:

attempt to access the Website or any of its content if the Customer is under the legal drinking age of the jurisdiction from which the Customer accesses the Website;
upload, post or otherwise transmit through or to the Website any content that:
is unlawful, abusive, threatening, harmful, obscene, lewd, offensive, defamatory or otherwise objectionable;
might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others;
contains any virus, Trojan horse, time bomb, or any other harmful program or element;
disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorised access to any portion of the Website, its computer systems, servers or networks;
provide false information about the Customer to Wholesale Supplies Pty Ltd, impersonate any other person, or otherwise attempt to mislead others about the Customer's identity or the origin of any content, message or other communication;
transmit junk mail, chain letters, or other unsolicited bulk email or duplicative messages;
collect information about other visitors to Wholesale Supplies Pty Ltd website(s) without their consent or otherwise systematically extract data or data fields, including without limitation any financial data or email addresses;
sell access to or the use of the Website, including any content contained on, downloaded or accessed from the Website, except as specifically permitted in writing by Wholesale Supplies Pty Ltd;
redistribute any content, including reviews, provided by Wholesale Supplies Pty Ltd in any manner whatsoever including by means of printed publication, fax broadcast, web pages, email, web newsgroups or forums, or any other electronic or paper-based service or method;

(m) Wholesale Supplies Pty Ltd reserves the right to monitor, review, retain, and/or disclose any information necessary to satisfy any applicable law, regulation, legal process or legitimate governmental request.

(n) By Uploading any Contribution (i.e. a Product Review), the Customer represents and warrants that the Customer has the right to Upload that Contribution. The Customer will not Upload any Contribution that the Customer does not have the right to Upload.

(o) Wholesale Supplies Pty Ltd will provide a means by which the Customer may disclose that a Contribution is not a Customer-owned Contribution. The Customer will make all such disclosures appropriately and accurately; in the absence of such disclosure, Wholesale Supplies Pty Ltd may rely upon the Customer's warranty that the Contribution is a Customer-owned Contribution.

(p) The Customer grants Wholesale Supplies Pty Ltd an irrevocable, perpetual, worldwide, fully-paid, non-exclusive licence to create derivative works of each Customer-owned Contribution (including but not limited to, contributions such as a Customer reviews) and to use, reproduce, modify, adapt, publish, perform and display the Customer-owned Contribution and its derivative works, so long as the Customer is not identified as the source thereof; provided, however, that if the Customer authorises Wholesale Supplies Pty Ltd to identify the Customer as the source, then the Customer will be so identified. The Customer represents and warrants that the Customer has the right to grant the foregoing licence.

(q) The Customer acknowledges that Wholesale Supplies Pty Ltd has no obligation to screen, and does not screen, Contributions when they are Uploaded. Wholesale Supplies Pty Ltd, in its sole discretion, may, but will have no obligation to, maintain and utilise Contributions even if the Customer deletes, edits or removes any Contribution, irrespective of whether any user or third party claims that such Contribution violates these Terms or any rights of such user or third party. Wholesale Supplies Pty Ltd may, but under these Terms will have no obligation to, investigate any such claim.

(r) Wholesale Supplies Pty Ltd does not monitor or review statements made by persons other than Wholesale Supplies Pty Ltd on the Website. Third parties may post statements or information on some portion of the Website from time to time. Wholesale Supplies Pty Ltd makes no representations to the Customer in relation to the accuracy, quality, legality, ownership or other aspect of any third party posted material.

(s) Wholesale Supplies Pty Ltd has not reviewed all of the sites that are linked to the Website and is not responsible for the content of any off-site pages or any other sites linked to the Website. The Customer's linking to any other off-site pages or other sites is strictly at the Customer's own risk.

(t) The Customer agrees that the entire risk arising out of use or performance of the Website lies with the Customer. To the extent permitted by law, the Customer releases and discharges Wholesale Supplies Pty Ltd and its associates and related corporations from all forms of direct, special, indirect or consequential loss or damage (including loss of profits, loss of data or loss or damage that may reasonably be supposed to be in the contemplation of the parties at any time) arising out of or in connection with the Website, including, without limitation, loss or damage caused by the negligence of Wholesale Supplies Pty Ltd or its associates or related corporations.

(u) Any third party products, services and information offered for sale or advertised which are accessible from the Website via a hyperlink to a third party website are not produced or endorsed by Wholesale Supplies Pty Ltd and the Customer’s legal relationship is with the third party supplier.

(v) Wholesale Supplies Pty Ltd acting as Agent, does not check, represent nor warrant the accuracy or completeness of the information or the suitability or quality of the products and services of any third parties.

(w) The Customer must make the Customer’s own enquiries with the relevant third party supplier direct before relying on the third party information or entering into a transaction in relation to the third party products and services accessible from the Website via a hyperlink to the third party website.

(x) Wholesale Supplies Pty Ltd may receive fees and/or commissions from third parties whose products and services are displayed or made available from the Website via a hyperlink to the third party. The Customer acknowledges and consents to Wholesale Supplies Pty Ltd receiving such fees and/or commissions.

(y) Wholesale Supplies Pty Ltd may add to, delete, or otherwise change any of the terms, conditions, and notices under which the Website is offered, including but not limited to the charges associated with the use of the Website. Wholesale Supplies Pty Ltd will notify the Customer of any substantial changes to these terms & conditions as provided in clause 1. The Customer’s use of the Website after notice will constitute the Customer’s deemed acceptance of such changes.

Privacy

(a) The Customer acknowledges that Wholesale Supplies Pty Ltd may collect, store, use and disclose information about the Customer for the following purposes:

performance by Wholesale Supplies Pty Ltd of its obligations and enjoyment by Wholesale Supplies Pty Ltd of its rights under these Terms;
(unless the Customer has requested that it not receive such information) to provide the Customer with marketing materials and information about products and services which Wholesale Supplies Pty Ltd or any affiliated organisations provide which may be of interest to the Customer;
complying with Wholesale Supplies Pty Ltd's obligations under relevant laws; and
should Wholesale Supplies Pty Ltd (in its discretion) decide to extend credit to the Customer:
to assess an application by the Customer for such credit;
to notify other credit providers or credit reference agencies of any default by the Customer in complying with the terms upon which such credit is extended; and
to exchange information with other credit providers as to the status of the credit provided by Wholesale Supplies Pty Ltd where the Customer is in default.

(b) The information which Wholesale Supplies Pty Ltd may collect, store, use and disclose can include any information about the Customer's credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act 1988 (Commonwealth).

(c) Wholesale Supplies Pty Ltd will not discuss or amend any of the Customer’s account information or account details nor accept any instruction without prior confirmation of the Customer’s account identification, password and/or other security details (at Wholesale Supplies Pty Ltd’s discretion).

(d) Wholesale Supplies Pty Ltd’s Privacy Policy is published at: https://Wholesale Supplies Pty Ltd/privacypolicy and is updated as required from time to time.

Information or advice provided by Wholesale Supplies Pty Ltd

5.1 The Customer acknowledges as follows:

(a) Wholesale Supplies Pty Ltd does not warrant the accuracy of information contained in the Product List. The Customer is solely responsible for verifying the details of all Products received from Vendors on the Website before consuming or otherwise dealing with them.

(b) Descriptions of Vendors goods and services included in the Website are accurate to the best of Wholesale Supplies Pty Ltd's knowledge, based upon information provided by those Vendors. Wholesale Supplies Pty Ltd will endeavour to correct errors or omissions as quickly as practicable after being notified of them.

(c) Wholesale Supplies Pty Ltd will use reasonable endeavours to check Product offered for supply through the Website by Vendors to ascertain that the Products concerned correspond with their description.

(d) Despite paragraphs (b) and (c) of this clause, Wholesale Supplies Pty Ltd has no control over, it does not give any warranty or representation in relation to and it disclaims all responsibility for:

the quality, safety or legality of any Product offered for sale through the Website by Vendors;
the truth or accuracy of any listing or description of any Product offered for sale through the Website by Vendors; and
the ability of any Vendor to offer or any Vendors’ title to any Product offered for sale through the Website.

(e) Any information or advice given by Wholesale Supplies Pty Ltd by telephone, email, and marketing material or via the Website (including, without limitation, any Wholesale or List Prices) was or will be current at the date of posting, but may have become or may become out of date. Any Wholesale Price given by Wholesale Supplies Pty Ltd is indicative only. Any advice given by Wholesale Supplies Pty Ltd about buying Products is purely an opinion and the decision to buy rests solely with the Customer at all times. The Customer can obtain further information about the Products and Services referred to on the Website by emailing Wholesale Supplies Pty Ltd.

(f) Any information or advice (be it Product, Service or as offered by an Integrated Financial Partner) given by Wholesale Supplies Pty Ltd by telephone, email, marketing material or via the Website, is general in nature and before acting on the marketing information or advice, the Customer should consider whether it is appropriate to the Customer’s objectives and should consider each decision carefully before deciding whether to acquire the Product or Service.

(g) Any information on the Website about the taxation consequences of buying Products is general information only; is based on current tax laws as understood by Wholesale Supplies Pty Ltd from time to time; is for guidance only; does not constitute tax advice; and should not be relied upon by the Customer.

Purchase orders

(a) A web based purchase order placed by the Customer, by whatever means, with Wholesale Supplies Pty Ltd, for transmission to a Vendor:

may not be cancelled without Wholesale Supplies Pty Ltd's consent in writing; and
may be wholly or partially accepted or rejected by Wholesale Supplies Pty Ltdin its absolute discretion.

(b) Acceptance of a purchase order by a Vendor is not effective until it is confirmed by Wholesale Supplies Pty Ltd to the Customer in writing, by way of a shipping advice.

(c) Without limiting clause 6.a, a Vendor may in its sole discretion reject or elect to partially supply any purchase order placed by the Customer if there is not a sufficient quantity of Products available to them or if the terms upon which such Products are available are not acceptable to the Vendor.

(d) Subject to clauses 6.a and 6.c, a contract for the purchase of Products offered for sale by the Vendor or a contract for the supply of Services will come into effect upon receipt by Wholesale Supplies Pty Ltd of:

(i) the Customer’s purchase order; and

(ii) payment for the Products or the Services (as the case may be).

Payment

(a) The price payable by the Customer for any Products or Services ordered by the Customer and facilitated by Wholesale Supplies Pty Ltd will be:

the Wholesale Price quoted by Wholesale Supplies Pty Ltds’ Vendor at the time the Customer places the order; or
the LIST Price; or
such other price as Wholesale Supplies Pty Ltd may advise to the Customer at or before the time Wholesale Supplies Pty Ltds’ Vendor accepts the Customer's order.

(b) Subscription Fees (if applicable) are invoiced annually in advance and you agree that they are automatically set as recurring for each calendar year and are payable in advance at the time of opening a Wholesale Supplies Pty Ltd account.

(c) No adjustment is made to Subscription Fees, for any period during a year during which a Subscription is not used by the Customer.

(d) The Customer is not entitled to a refund of any fee paid in respect of any period during which a Subscription is not used by the Customer.

(e) Payment in full for Products and Services ordered by a Customer, together with any Taxes or expenses payable by the Customer, must accompany the Customer's order and must be made in cash or in such other form as Wholesale Supplies Pty Ltd agrees to accept from time to time. Any variation in the price notified by Wholesale Supplies Pty Ltd pursuant these terms, will (if a reduction) be refunded by Wholesale Supplies Pty Ltd to the Customer at the time the Products or Services are delivered by Wholesale Supplies Pty Ltd or (if an increase) must be paid by the Customer to Wholesale Supplies Pty Ltd upon notification by Wholesale Supplies Pty Ltd.

(f) The Customer must pay:

(i) all delivery, or redelivery and other charges in accordance with Wholesale Supplies Pty Ltd's and

(ii) all expenses, including legal fees, incurred by Wholesale Supplies Pty Ltd in the enforcement of these Terms and collection of overdue sums due to Wholesale Supplies Pty Ltd.

(j) The Customer must give notice in writing to Wholesale Supplies Pty Ltd before the Customer makes any change to an account debit authorisation, including (without limitation):

any direct debit, credit, debit or charge card account

(k) If the Customer gives Wholesale Supplies Pty Ltd authority to debit sums due to Wholesale Supplies Pty Ltd to the Customer's BNPL, credit, debit or charge card or bank account, Wholesale Supplies Pty Ltd may charge its accounts to the Customer’s credit, debit or charge card or bank account as and when they fall due.

(l) The Customer is solely responsible for notifying Wholesale Supplies Pty Ltd of any alleged error in debiting the Customer’s credit, debit or charge card or bank account.

(m) Wholesale Supplies Pty Ltd may suspend access to your Subscription if an account remains unpaid.

Taxes and expenses

(a) Except as otherwise provided in these Terms, Taxes:

must be borne by the Customer.

(b) The Customer must pay on demand, and must indemnify Wholesale Supplies Pty Ltd in full against:

any customs agent's import fees, costs of handling and delivery or other expenses incurred as a result of delivery of any Product to an address other than the nominated and agreed delivery address which was confirmed at the time of placing the order; and
any Taxes which are to be borne by the Customer under clause 8.a, together with any fine, penalty or interest paid or payable by Wholesale Supplies Pty Ltd because of a default by the Customer in paying such amounts.
GST, WET and Import Duty

(a) The Customer will notify Wholesale Supplies Pty Ltd if the Customer is or is required to be registered for GST and, if so, will provide Wholesale Supplies Pty Ltd with the Customer’s Australian Business Number.

(b) The Customer will notify Wholesale Supplies Pty Ltd if the Customer who is registered for GST at the time of each and every purchase.

(c) The Customer will provide the prescribed and notarised document every 12 months if they intend to exclude WET from their cost of purchases i.e ATO ABN “Quoting Form”

Late payment and non-payment

(a) If any amount is due and payable to Wholesale Supplies Pty Ltd by a Customer but remains unpaid, Wholesale Supplies Pty Ltd may (without the need for further notice or demand and without prejudice to any other rights or remedies which may be available to it) do any one or more of the following:

charge and recover interest on the outstanding amount, calculated daily at the rate of 1.5% per month;
off-set the amount owed against any money that Wholesale Supplies Pty Ltd owes to the Customer; and
cancel any outstanding order placed by the Customer and apply any amount paid in respect of such order to the payment of amounts owing to Wholesale Supplies Pty Ltd.

(b) In addition Wholesale Supplies Pty Ltds’ Vendor shall have a lien on all Products, any other goods held in the Warehouse on the Customer's behalf and any document relating to them for all sums payable by the Customer to Wholesale Supplies Pty Ltd. If any amount due and payable to Wholesale Supplies Pty Ltd by the Customer is not paid in full within six (6) weeks of the due date, Wholesale Supplies Pty Ltd may, without further notice, take any or all of the following actions: dispose of and/or sell the Products other goods by public auction or private treaty on such terms as Wholesale Supplies Pty Ltd may determine. Wholesale Supplies Pty Ltd may also require payment of default action costs, including any costs associated with the seizure of the Customer's Products. Any excess moneys recovered by Wholesale Supplies Pty Ltd on disposal will be returned to the Customer.

Title and risk

(a) Title to Products sold through Wholesale Supplies Pty Ltd will pass to the Customer when (and only when) all amounts outstanding in respect of the Products and otherwise owing by the Customer to Wholesale Supplies Pty Ltds’ Vendor (with Wholesale Supplies Pty Ltd acting as Agent for the Vendor) (whether on account of Products, Services or otherwise) have been paid in full to Wholesale Supplies Pty Ltd.

(b) Products sold through Wholesale Supplies Pty Ltd will be at the risk of the Customer from the time of actual delivery of the Products to the Customer or of deemed delivery, whichever is earlier. Subject to clause 10, it is the Customer's responsibility to arrange such insurance as the Customer deems necessary or appropriate in the circumstances to protect against loss of or damage to the Products.

Insurance

Wholesale Supplies Pty Ltd will NOT Insure any products in Transit, if a Customer requires Insurance, they must arrange such cover prior to placing an order, so that the Vendor can change the Wholesale or List price of the Product or Service.

Delivery of Products sold through Wholesale Supplies Pty Ltd

(a) All Products ordered by the Customer from Wholesale Supplies Pty Ltd will be delivered to the Customer’s nominated delivery address by the Vendor.

(b) Although Wholesale Supplies Pty Ltd will make every effort to arrange for the Vendor to deliver Products ordered by the Customer in accordance with the Customer's requested date for delivery, or Wholesale Supplies Pty Ltd’s indicated date of availability, no warranty is given by Wholesale Supplies Pty Ltd that the Products will be delivered on the nominated or any other date. Wholesale Supplies Pty Ltd is not liable for any Claim arising from or relating to any delay or failure to deliver any Products.

(c) If, following acceptance of the Customer's order, any Product specified therein becomes unavailable for any reason, the Vendor will use its best endeavours to offer an alternative Product to the Customer. Wholesale Supplies Pty Ltd will refund to the Customer:

the difference between the amount paid for the unavailable Product and any alternative Product which the Customer agrees to take; or
the amount paid in respect of the unavailable Product if the Customer does not choose to purchase the alternative Product.

(d) Any additional amount payable in respect of an alternative Product must be paid by the Customer at the time of agreeing to purchase the alternative Product.

(e) The Vendor is deemed to have delivered Products when, in the ordinary course of events, the Products would have arrived at the Customer’s nominated delivery address.

(f) The Vendor may agree to dispatch the Products (or particular Products specified by the Customer in writing) to the Customer or to an address, on an approximate date and at an approximate time nominated by the Customer in writing, but the costs of so dispatching the Products, and any other expenses of delivery will be the sole responsibility of the Customer.

(g) The Vendor is not a common carrier and may at its discretion refuse to transport or carry Products for any person or to transport or carry any class of Products or any particular Product.

(h) Despite any specific instructions given by the Customer as to the mode of carriage of Products, in the exercise of its absolute discretion the Vendor may carry Products or have them carried by contractors and by any means.

(i) Despite the foregoing, the Vendor shall be entitled to presume that anyone at the address specified for delivery who receives the Products is authorised to receive the Products on the Customer’s behalf. Wholesale Supplies Pty Ltd and the Vendor may request that the person who receives the Products provide satisfactory proof of age (where the Product is Alcohol). Wholesale Supplies Pty Ltd will refuse to deliver the Products if the person receiving the Products is unable or unwilling to provide proof of his age. The Products will not be delivered to persons under the age of eighteen (18) years or to persons who fail to provide proof of age satisfactory to Wholesale Supplies Pty Ltd that the person is aged eighteen (18) years or over.

(g) By making Products available to the Customer (or to a person who the Vendor or Wholesale Supplies Pty Ltd in good faith believes to be authorised by the Customer to collect the Products) for collection or (if instructed by the Customer) dispatching the Products in accordance with clause 18.3, Wholesale Supplies Pty Ltd discharges all of its obligations under this clause 18. Wholesale Supplies Pty Ltd is not responsible for any Claim which arises after the Products are made available for collection or dispatched.

(h) If a consignee named in the Customer's instruction for delivery of Products is not in attendance at the specified address at the time of delivery, Wholesale Supplies Pty Ltd will be entitled to charge the Customer an additional charge for each attempted delivery and for the time involved in any delay in effecting delivery and the Customer will pay those charges on demand.

(i) Delivery charges (where applicable) shall be considered earned whether or not Products are delivered damaged or not.

Returns and refunds

(a) Wholesale Supplies Pty Ltd will endeavour to assess the credentials and bona fide particulars of the Vendor and where possible the condition of any Product it offers for sale (including by physical inspection), but Wholesale Supplies Pty Ltd cannot know and accepts no liability for the complete provenance of every Product, including but not limited older vintages of wine. If the Customer requests information that Wholesale Supplies Pty Ltd has regarding the Provenance and condition of Products that a Vendor sells,

Wholesale Supplies Pty Ltd will share that information with the Customer. Wholesale Supplies Pty Ltd’s Provenance Guarantee only applies to stock originally sourced and supplied from within Wholesale Supplies Pty Ltd’s own stores or the stores of its associated companies.

(b) If the Customer is not satisfied with Products purchased through Wholesale Supplies Pty Ltd, or if Wholesale Supplies Pty Ltd or Vendor makes an error with the Customer’s order, the Customer must email Wholesale Supplies Pty Ltd immediately at “Contact Us” explaining the reasons for the Customer’s dissatisfaction. Each situation will be reviewed on an individual basis in light of the facts and circumstances of that complaint and will be resolved promptly.

All Returns will be at the customers cost and responsibility, Wholesale Supplies Pty Ltd will assist and intervene with the Vendor where possible
All returns will only be processed at the nominated Vendors’ Warehouse, the address will be as advised by the Vendors’ Customer Service team.

(c) If Wholesale Supplies Pty Ltd requires the Customer to return questionable Products (including both opened and unopened ones) to the Vendor for evaluation and for possible return, such Products must have the Vendors - shipping barcode label attached as proof that the Products were supplied by the Vendor through Wholesale Supplies Pty Ltd. If (in its sole discretion) the Vendor accepts responsibility, the Vendor will either exchange the Products or issue a credit (including return shipping charges) towards future purchases. All Refunds are processed by Wholesale Supplies Pty Ltd.

(d) All requests to return products are subject to Wholesale Supplies Pty Ltd's investigation, review and final evaluation of the relevant facts and circumstances. Unless otherwise agreed by Wholesale Supplies Pty Ltd, only the following reasons for return will be considered:

In regards to the product, if it is deemed to be flawed, providing the product is returned in its original condition to the Vendor within 7 days of receipt together with proof of purchase and all remaining of the Product supplied at the same time as the defective product; or
The wrong product was sent; or
An error was made during shipment of the product.
Collection of Products from a nominated Vendor Warehouse

(a) the Vendor is under no obligation to make Products available for collection from the Warehouse until the Customer has complied with all these Terms and has paid to Wholesale Supplies Pty Ltd all amounts owing to Wholesale Supplies Pty Ltd in respect of purchase of the Products and any other amounts then owing to Wholesale Supplies Pty Ltd by the Customer.

(b) the name of the person/carrier who is to collect them and the date and estimated time for collection, must be given by the Customer to ensure that those Products will be available for collection by or on behalf of the Customer.

(c) Wholesale Supplies Pty Ltd or the Vendor shall not be liable for any failure to carry the Customer’s instructions, nor for any direct or consequential loss or damage whatsoever resulting from such failure, if:

Wholesale Supplies Pty Ltd or the Vendor is unable to carry out any of the Customer's instructions due to reasons or circumstances outside Wholesale Supplies Pty Ltd's control.
Limitation of Wholesale Supplies Pty Ltd’s liability

(a) The Customer acknowledges and agrees that Wholesale Supplies Pty Ltd is not responsible for, nor liable to the Customer in respect of, any failure to provide any Service or Product sold through/provided through the Website on behalf of the Vendor.

(b) Except as set out expressly in these terms and conditions, Wholesale Supplies Pty Ltd makes or gives no condition, warranty or representation, whether express or implied, arising by statute, common law or otherwise, including but not limited to any implied term, warranty or condition of title, completeness, accuracy, description, satisfactory quality, merchantable quality or fitness for a particular purpose in relation to any other Service provided by Wholesale Supplies Pty Ltd, any Product offered for sale or sold through the Website, warranties and terms are hereby expressly excluded.

(c) Except in relation to such liability as has been expressly excluded, the maximum aggregate liability of Wholesale Supplies Pty Ltd whether in contract, tort, statutory duty or otherwise (even where Wholesale Supplies Pty Ltd has been advised of the possibility of such loss or damage) for any loss or damage whatever arising from or in relation to these Terms and/or any purchase effected through the Website shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve month period, be limited to $5,000. This limit shall also apply in the event that any exclusion or other provision is held to be invalid for any reason and Wholesale Supplies Pty Ltd becomes liable for loss or damage that would otherwise have been limited.

(d) The Customer acknowledges that Wholesale Supplies Pty Ltd offers the Vendors Products and Services as they are, without making any representation or warranty as to their suitability for any purpose, and that the nature of the Products is such that Wholesale Supplies Pty Ltd cannot and does not warrant:

the provenance, quality, fitness for use or purpose or freedom from defect or deterioration of the Products, either at the time of delivery or deemed delivery or at the time of collection or dispatch;
that the Products comply with any description of them in any marketing materials or packaging or the information on any label, or that the Products will comply with any sample.

(e) Without limiting clause 17.a, and to the fullest extent permitted by law:

Wholesale Supplies Pty Ltd expressly excludes all warranties, conditions and representations, whether express or implied, and whether contained in statute or common law. To the extent to which such warranties, conditions and representations cannot be excluded or restricted, these Terms will be read subject to those warranties, conditions and representations;
subject to clause 12, Wholesale Supplies Pty Ltd's liability is limited, at its option:
in the case of Products – to replacing the Products or resupplying equivalent products, or paying to the Customer the cost of such replacement or resupply; and
in the case of Services – to supplying the Services again or paying to the Customer the cost of having the Services supplied again.

(f) Wholesale Supplies Pty Ltd shall not in any circumstances be liable for any direct, indirect or consequential loss or damage arising from loss, wastage, spoilage, evaporation, contamination or deterioration of or damage to any Products, the loss of market for any Products, decline in the value of any Products or for any other damages arising from or attributable to any cause, including the wilful or negligent act or omission of Wholesale Supplies Pty Ltd. Further, Wholesale Supplies Pty Ltd shall not in any circumstances be liable to repurchase the Products or to effect any future sale of the Products.

(g) Wholesale Supplies Pty Ltd shall not be liable in any way to any person for and is expressly released by the Customer from and indemnified by the Customer against any Claim for any loss or damage to the Products arising out of their packing, storage or handling, whether in transit or otherwise, or for any failure to deliver Products at any time or to any place specified by the Customer or at all.

(h) To the full extent allowable at law Wholesale Supplies Pty Ltd shall not be liable in any way to any person for and is expressly released by the Customer from and indemnified by the Customer against any liability arising from any direct or consequential loss suffered by any person arising out of the matters referred to above in clause 15 even where the alleged liability arises out of Wholesale Supplies Pty Ltd's negligence, deliberate act or breach of contract.

(i) If by operation of law, Wholesale Supplies Pty Ltd is held liable in any way to any person for any of the matters referred to in clause 15, Wholesale Supplies Pty Ltd's liability shall be limited to the market value of the Products as determined by Wholesale Supplies Pty Ltd's valuers.

Termination

(a) Once any initial fixed period of Service or Subscription has ended either party may terminate the parties’ agreement by giving the other party 5 Business Days’ written notice. If the Customer gives less than the requisite amount of notice Wholesale Supplies Pty Ltd will be entitled to charge the Customer accordingly.

(b) In the event of illegal or environmentally harmful activities on the part of the Customer in relation to the use of the its services, Wholesale Supplies Pty Ltd may terminate its obligation immediately and without notice.

(c) Wholesale Supplies Pty Ltd reserves the right to terminate access to Wholesale Supplies Pty Ltd Services and Websites at any time. If this happens Wholesale Supplies Pty Ltd will notify the Customer. In such event:

(i) the Customer will no longer be authorised to access Wholesale Supplies Pty Ltd Websites;

(ii) the Customer will continue to be subject to and bound by all restrictions imposed on the Customer by these Terms; and

(iii) all licences granted by the Customer and all disclaimers by Wholesale Supplies Pty Ltd and limitations of Wholesale Supplies Pty Ltd's liability set out in these Terms or elsewhere on Wholesale Supplies Pty Ltd's Websites or documentation will survive.

(d) If the Customer is dissatisfied with any portion of Wholesale Supplies Pty Ltd’s Services, or with any of these Terms, the Customer's sole and exclusive remedy is to discontinue using the.

(e) The Customer must pay all outstanding moneys and expenses owed to Wholesale Supplies Pty Ltd up to the date of termination of:

the Customer’s right to use the and to receive other Services; or
whichever is the later date. Calculation of moneys owed will be made by Wholesale Supplies Pty Ltd and such calculation will be final.

(f) The Customer's liability for outstanding moneys, and legal responsibility under these Terms continues to run beyond the termination of the parties’ agreement.

General

(a) All exclusives, promotions, clearances, offers and discounted items advertised on the Website are available only while stocks last or unless otherwise advertised. All terms and conditions attached to promotional offers, including exclusive access, clearances, and discounted items as advertised on the Website, shall apply. Promotions may not be available in all areas.

(b) Wholesale Supplies Pty Ltd reserves the right not to advertise or facilitate the sale of certain Products to any person to which, or in any location where, the sale of certain Products is restricted or prohibited.

(c) Neither Wholesale Supplies Pty Ltd, the Vendor nor the Customer shall be deemed to be in breach of any of these Terms (other than any obligation to pay money) by reason of any delay in performance or non-performance to the extent that such delay or non-performance is due to causes beyond its reasonable control (including, but not limited to, any strike, lockout or other form of industrial action, act of God, pandemic, war, riot, fire, flood or storm) so long as the party concerned has acted and continues to act reasonably and prudently to prevent and to minimise the effect of such causes.

(d) Any part of these Terms which is invalid or unenforceable will be read down or severed to the extent of such invalidity or unenforceability, without affecting the remaining provisions.

(e) Wholesale Supplies Pty Ltd may in its discretion sub-contract the performance of any part of its obligations under these Terms and any sub-contractor’s terms of business (including any lien) shall apply as if Wholesale Supplies Pty Ltd had entered into the sub-contract as agent of the Vendor/Customer.

(f) Wholesale Supplies Pty Ltd may in its discretion:

assign and transfer all its rights and obligations under these Terms and/or under any contract with the Customer to any other person who has the resources and expertise to fulfil those obligations and upon that person undertaking to the Customer to perform those obligations, Wholesale Supplies Pty Ltd shall be discharged from all further liability to the Customer; or
offer the Customer the choice of having this contract(s) with Wholesale Supplies Pty Ltd transferred to another person in accordance with paragraph

(g) Without derogating from any other method of service allowed by law, any notice, demand or other communication sent to the Customer by post to the last address given to Wholesale Supplies Pty Ltd in writing by the Customer shall be deemed to be received by the Customer in the ordinary course of post.

(h) The Customer may not assign the benefit of these Terms without Wholesale Supplies Pty Ltd's prior consent in writing, which will not be unreasonably withheld.

(i) Wholesale Supplies Pty Ltd may exercise all its rights under these Terms at any time and no failure to exercise or delay in exercising those rights will operate as a waiver those rights.

(j) These Terms will be governed by the laws of New South Wales and the courts of that state have non-exclusive jurisdiction to hear any matter arising thereunder.

Vouchers / Coupons

If, Wholesale Supplies Pty Ltd issue a Customer a voucher to redeem against a future purchase, the terms and conditions specified on that voucher apply and bind the holder of the voucher. Vouchers are non-transferable and may not be redeemed for cash, vouchers will expire on the nominated date.

Each promotional voucher may only be redeemed once per business (registered address). Vouchers / Coupons may not be used in conjunction with any other vouchers - strict limit of one voucher per order. Unless otherwise stated.

Loyalty - Standard Reward Points / Bonus Reward Points

If Wholesale Supplies Pty Ltd issue a Customer reward points to redeem against the future purchases of Products or Services, the terms and conditions on that offer will apply and bind the holder of the points. Reward Points are non-transferable and may not be redeemed for cash.

Where ‘Reward Points’ are issued and nominated to expire on a particular date, you agree to forfeit if you have not used the points. Points will expire as follows unless the points are granted with a different expiry date – as a special member offer.

Standard Reward Points Will Expire 365 days after issued (if not used prior)
Bonus Points will expire 180 days after issue (if not used prior)

Special Offers or Product Allocation

At any time, Wholesale Supplies Pty Ltd or Vendor may terminate any special offer /product allocation, without advance notice to the Customer.

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