Terms And Conditions
WINE MOOLA PURCHASE AND SUPPLY AGREEMENT MADE AND ENTERED INTO BY AND BETWEEN BB WINES AND THE WINE SUPPLIER
WHEREAS, BB Wines has created an online platform for the direct marketing, purchasing and distribution of Goods through its Website.
AND WHEREAS, the Wine Supplier wishes to market, supply and sell its Goods via the Website and pursuant thereto act on the Purchase Orders received from BB Wines from time to time in accordance with these terms.
NOW THEREFOR the Parties hereby enter into an agreement on the terms and conditions set forth herein.
By submitting your information through the Application Process, clicking on the appropriate “I accept the terms and conditions” icon on the Website and acceptance by BB Wines of your application to become a Wine Supplier (confirmed through appropriate e-mail correspondence to you), you agree that such an event will immediately constitute a valid entering into this Agreement by the Parties on the terms and conditions as contained herein for all purposes under the Electronic Communications and Transactions Act, 2002 (Act No. 25 of 2002), as amended.
1.1. For purposes hereof the words and phrases as stipulated in the Wine Moola Terms and Conditions (including its Privacy- and Returns Policy) shall apply mutatis mutandis to this agreement and have the corresponding meanings assigned to them, save for the following new words and phrases:
1.1.1. “Application Process” means the process in terms of which you applied to become a wine supplier on the Website;
1.1.2. “Agreement” means this document read together with the Wine Moola Terms and Conditions (including its Privacy- and Returns Policy) and any addendum and/or other annexures attached hereto;
1.1.3. "Business Day" or "Business Days" means any day/s other than a Saturday, Sunday or public holiday officially recognised as such in the Republic of South Africa;
1.1.4. “Commencement Date” means the date, after you have submitted the Application Process to become a wine supplier (and clicked on the appropriate “I accept the terms and conditions” icon on the Website), BB Wines has approved you as a Wine Supplier in terms hereof (confirmed through appropriate e-mail correspondence to you);
1.1.5."Confirmation of Sale Document" means the document issued by the Wine Supplier, confirming the details of the sale between BB Wines and the Wine Supplier for each consignment of Goods;
1.1.7. “Collection Bag” means those plastic collection bags (provided by BB Wines free of charge) designed for the safe housing of each individual Good during transit;
1.1.8. “Courier Company” means the courier company appointed by BB Wines to collect the Goods at the Collection Address and dispatch same to the relevant Third Party Buyer thereof;
1.1.9. “Goods” means those wine and wine related products:
220.127.116.11. advertised on the Website at the Wine Supplier’s chosen selling price (as indicated to BB Wines from time to time);
18.104.22.168. to be supplied and sold by the Wine Supplier to BB Wines in terms of a Purchase Order from time to time; and
22.214.171.124. to be collected from the Collection Address and then finally onward delivered by the Courier Company to the relevant Third Party Buyer thereof in terms of this Agreement;
1.1.10. “Purchase Order” means a written advise issued by BB Wines to the Wine Supplier from time to time (via e-mail at firstname.lastname@example.org) containing the following purchase information:
126.96.36.199. the quantity of the Goods;
188.8.131.52. the purchase price of the Goods;
184.108.40.206. the date for collection of the Goods at the Collection Address;
220.127.116.11. the details of the Third Party Buyer (i.e. name, surname, delivery address and estimated date of delivery).
1.1.11. “Normal Business Hours” means the hours of 08:00 AM in the morning until 17:00 PM at night on every Business Day;
1.1.12. “The Parties” shall mean the Wine Supplier and BB Wines and “Party” shall mean any one of them as the context may require;
1.1.12. “Recommended Retail Price” shall mean the recommended retail price of the Wine Supplier’s Goods, at any given point in time, on display for sale at any retail outlet;
1.1.13. “Third Party Buyer” means the person (and ultimate receiver of the Goods) to whom BB Wines shall on-sell the Goods once it has been collected from the Wine Supplier at the Collection Address;
1.1.14. “Wine Supplier” means the person as identified by you in the Application Process (which details Wine Moola may request you to verify by providing additional supporting documentation if required);
1.1.15. “User Manual” means the user manual issued to the Wine Supplier, which contains, inter alia, a complete reference and guide on how “Wine Moola” works and operates and how the Wine Supplier forms part of this process.
1.1.16. “User Manual” means the user manual issued to the Wine Supplier, which contains, inter alia, a complete reference and guide on how “Wine Moola” works and operates and how the Wine Supplier forms part of this process.
1.2. Reference to: the singular includes the plural and vice versa; natural persons includes legal persons and vice versa; and gender includes the other gender.
1.3. Any rule of construction that an agreement is interpreted against the party responsible for the drafting will not apply.
2. COMMENCEMENT DATE
2.1. This Agreement shall commence on the Commencement Date and continue for an indefinite period until duly cancelled in writing by either Party giving the other Party at least 30 (thirty) calendar days written notice, subject to the completion of outstanding Purchase Orders.
2.2. All Goods advertised on the Website and subsequently purchased by BB Wines from the Wine Supplier will be subject to the terms and conditions of this Agreement.
3. MARKETING ON WEBSITE
3.1. The Wine Supplier shall advise BB Wines in writing, from time to time, and at least 7 (seven) days in advance, of those Goods it wishes to market on the Website.
3.2.The Wine Supplier shall provide BB Wines with all appropriate marketing content (including but not limited to all design-, picture- and website layouts of the Goods, the price of the Goods that will reflect on the Website as well as a short description of the Goods) to correctly advertise the relevant Goods on the Website.
3.3. BB Wines reserves its right to reject the marketing of any Goods on the Website if for any reason it believes the marketing content thereof is inappropriate or insufficient.
3.4. The Wine Supplier remains ultimately liable for the factually correct advertisement of the Goods on the Website from time to time and that it has sufficient stock thereof available.
4. PURCHASE ORDERS / THE SALE
4.1. BB Wines shall place written Purchase Order(s) with the Wine Supplier from time to time. Each Purchase Order shall constitute a separate contract between the Parties in respect of the supply of the Goods, shall be severable from other Purchase Orders, and shall come into existence upon the Wine Supplier’s acceptance of the Purchase Order, which acceptance shall be confirmed via e-mail or the issue by the Wine Supplier of the appropriate Invoice(s) to BB Wines.
4.2. BB Wines will immediately notify the Wine Supplier should there appear a discrepancy between the Purchase Order and the Wine Supplier’s Invoice and the Wine Supplier will be obliged to immediately rectify the discrepancy on its invoice.
4.3. A Confirmation of Sale Document and Wine Supplier Invoice will be issued for each consignment, which will form part of this Agreement and be legally binding.
5. DELIVERY / TRANSFER OF TITLE / RISK
5.1. Upon the successful placement of a Purchase Order pursuant to clause 4 above and within a period of 2 (two) hours thereafter, the Wine Supplier shall immediately attend to the following:
5.1.1. place each individual ordered Good in a separate Collection Bag and correctly seal it afterwards (see User Manual for further instructions);
5.1.2. printa copy of the corresponding Purchase Order and affix same to the Collection Bag (see User Manual for further instructions);
5.1.3. then finally place the sealed Collection Bag at the Collection Address on the specified collection date for collection by the Courier Company during Normal Business Hours (all as per the relevant Purchase Order).
5.2. It is the Wine Supplier’s responsibility to ensure it has at all times sufficient Collection Bags at its disposal to ensure each Purchase Order that is made can be successfully executed on time (i.e. no later than 2 (two) hours from the successful placement of a Purchase Order). If the Wine Supplier is out of stock, new Collection Bags can be ordered from BB Wines (free of charge) on 7 (seven) days written notice in advance.
5.3. The Supplier acknowledges that time is of the essence and that the successful completion of a Purchase Order as well as the successful delivery of these Goods to the relevant Third Party Buyer thereof, is fully dependent on the Wine Supplier doing the following:
5.3.1. ensuring that the price at which the Goods are marketed on the Website never exceeds the Recommended Retail Price thereof;
5.3.2. unless otherwise notified by the Wine Supplier to BB Wines on 7 (seven) days notice in advance (so that BB Wines can update its Website content accordingly), at all times have sufficient stock of the Goods (as displayed on the Website) available for purchase;
5.3.3. correctly attending to the packaging of the Goods in the Collection Bag, printing and affixing the corresponding Purchase Order to the said Collection Bag and ensuring the correct Courier Company collects the correct Goods from the Collection Address all in accordance with clause 5.1 above;
5.3.4. ensuring it always has a dedicated and trained staff member or similar representative on duty to attend to all Purchase Orders and collection of Goods in accordance with the terms and conditions of this Agreement.
5.4. The Wine Supplier indemnifies BB Wines and hold it harmless against any claims that may arise and/or damages / losses it may suffer as a result of the Wine Supplier not adhering to its specific obligations as determined in clause 5.3 above.
5.5. Delivery and transfer of title in the Goods shall pass to BB Wines upon successful collection by the Courier Company of the Goods at the Collection Address.
6. PURCHASE CONSIDERATION AND PAYMENT
6.1. The purchase consideration and payment terms for each contract of sale of Goods shall be indicated in the Purchase Order and confirmed by the Wine Supplier’s Invoice.
6.2. All courier costs shall be for the account of BB Wines, unless it is evident that the Wine Supplier delivered incorrect Goods and/or incorrect quantities of Goods to a Third Party Buyer, in which case the Wine Supplier shall be liable for- and pay on demand to BB Wines- all associated costs for the collection, repackaging and redelivery of the Goods to the Third Party Buyer (including all associated courier charges thereof).
6.3. The Wine Supplier shall not in any way, directly and/or indirectly, for its own financial benefit or that of any third party, attempt to circumvent the application of the Website (and more specifically the BB Wines mobile application) by marketing and/or selling any of the Goods to any Third Party Buyer that has previously made use of- and/or received Goods through the Website.
7.1. The Wine Supplier warrant that each Good so ordered and collected by the relevant Courier Company shall comply with the following and/or meet the following standards:
7.1.1. be fit for human consumption, securely packaged and free of any label defects;7.1.2. be fully compliant with all applicable South African liquor laws and standards, including but not limited to aspects of bottling, corking, labeling, marketing, storing, distribution, delivery and sale of the Goods to the relevant Third Party Buyer thereof.
7.2. Should it be found on collection or delivery of the Goods that the Goods (or any part thereof) are defective and/or do not meet the standards as is stipulated in this clause 7, then:
7.2.1. BB Wines shall immediately notify the Wine Supplier and provide details with supporting evidence of the defective and/or substandard Goods;
7.2.2. without prejudice to any of its other rights in terms of this Agreement, BB Wines shall not be required to settle that portion of any invoice(s) submitted that relates to the defective and/or substandard Goods; and
7.2.3. the Wine Supplier shall amend any invoices already submitted to BB Wines in this regard by issuing BB Wines with an appropriate credit note equal to the value of those defective and/or substandard Goods.
8.1. In the event of any of the Parties (the “Defaulting Party") committing a breach of any of the terms of this Agreement and failing to remedy such breach within a period of 10 (ten) days after receipt of a written notice from another Party (the "Aggrieved Party") calling upon the Defaulting Party so to remedy, then the Aggrieved Party shall be entitled, at its sole discretion and without prejudice to any of its other rights in law, either to claim specific performance of the terms of this Agreement or to cancel this Agreement forthwith and without further notice, and to claim and recover damages from the Defaulting Party.
9.1. The Parties select as their respective domicilia citandi et executandi for the purpose of legal proceedings and for the purposes of giving or sending any notice provided for or necessary in terms of this Agreement, for BB Wines the addresses as more fully described in the the Wine Moola Terms and Conditions (including its Privacy- and Returns Policy) and for the Wine Supplier the address as stipulated by the Wine Supplier in the Application Process.
9.2. Anymust be sent either by hand, prepaid registered post, telefax or email and must be in English. All notices sent –
9.2.1. by hand will be deemed to have been received on the date of delivery;
9.2.2. by prepaid registered post, will be deemed to have been received 10 days after the date of posting;
9.2.3. by telefax before 16h30 on a business day will be deemed to have been received, on the date of successful transmission of the telefax. All telefaxes sent after 16h30 or on a day which is not a business day will be deemed to have been received on the following business day; and
9.2.4. by email will be deemed to have been on the date indicated in the “Read Receipt” notification. All e-mail communications between you and us must make use of the “read receipt” function to serve as proof that an e-mail has been received.
10. GOVERNING LAW AND JURISDICTION
10.1. This Agreement and our relationship and/or any dispute arising from or in connection with this Agreement shall be governed and interpreted in accordance with the laws of the Republic of South Africa. Your continued use of the Website will constitute your consent and submission to the jurisdiction of the South African courts regarding all proceedings, transactions, applications or the like instituted by either Party against the other, arising from this Agreement.
10.2. In the event of any dispute arising between you and BB Wines, you hereby consent to the non-exclusive jurisdiction of the relevant Magistrate Court in the Western Cape (as nominated by BB Wines) notwithstanding that the quantum in the action or proceedings may otherwise fall below or above the monetary jurisdiction of that court.
10.3. The Parties reciprocally undertake in favour of one another to act in the utmost good faith towards one another, and each of the Parties undertakes to do all things reasonably within its power that are necessary or desirable to give effect to the spirit and intent of this Agreement.
11. AUTHORITY AND CAPACITY
11.1. The Parties to this Agreement warrant that they are authorized and have the necessary capacity to enter into the Agreement.
11.2. The Wine Supplier furthermore warrants that it has the necessary legal permits, licenses and the like in place to be able to sell and supply the Goods as is envisaged herein.
12. CHANGES TO THESE TERMS AND CONDITIONS
12.1. BB Wines may, in its sole discretion, change any of these terms and conditions at any time. It is your responsibility to regularly check these terms and conditions and make sure that you are satisfied with the changes. Should you not be satisfied, you must notify us immediately in writing.
12.2.such change will only apply after the change is displayed on the Website and/or the Wine Supplier’s own platform when he logs into the Website. If you continue to perform in terms of this Agreement or in any way continue to use the Website after such amended terms and conditions have been displayed on the Website, you will be deemed to have accepted such changes.