Terms and Conditions of Sale

All goods supplied by Australian Whisky Holdings Pty Ltd ABN 37 615 326 157 are supplied on these terms and conditions (Terms of Sale).

1. Order Acceptance: No order shall be binding on Nant until accepted by Nant. An individual contract for the supply of goods on these Terms of Sale is formed on acceptance by Nant of an order from the Customer. Nant reserves the right to accept any order in whole or in part. Where Nant makes a part delivery of any order, such delivery shall constitute a separate contract. No order may be cancelled or varied after acceptance by Nant except at Nant’s discretion.

2. Payment Terms: All credit orders are accepted by Nant subject to satisfactory credit approval of the Customer, and are governed by Nant’s Terms and Conditions of Credit as in force at the time of order placement. Once granted credit approval may be withdrawn at any time. Where credit approval has not been granted, or is withdrawn, payment for all goods supplied is required in full before the goods are delivered to the Customer. Where credit has been granted, payment for the goods is to be made on or before fourteen (14) days from the date of the corresponding tax invoice/statement. Payment must be made in full without set off or deduction. Nant will investigate any disputed amounts, and if resolved in favour of the Customer, a credit will be issued to the Customer. Nant reserves the right to charge card surcharges in the event payments are made using a credit, debit or charge card including Visa, MasterCard, American Express or Diners Club.

3. Title to Products: Ownership in the goods does not pass to the Customer until the Customer has discharged all outstanding indebtedness, whether in respect of the goods or otherwise, to Nant. Risk in the goods will pass on dispatch to the Customer and the Customer must not refuse delivery. The Customer grants to Nant, its agents and servants, leave and licence to enter at any time on and into any premises occupied by the Customer to inspect, search for and/or remove any of goods in which title has not passed from Nant. If the goods are sold by the Customer, the Customer acknowledges that such sale is made by the Customer as bailee for and on behalf of Nant, to hold the proceeds of sale on trust for Nant until payment in full for the goods is made to Nant.

4. Delivery: Nant reserves the right to charge for delivery of the goods at any time. Administrative fees may also be imposed for certain orders. Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by Nant. Nant will use its best endeavours to deliver in-stock goods within 3 to 10 working days.

5. Returns: The goods come with guarantees that cannot be excluded under the Australian Consumer Law. Any goods, which are delivered damaged or which are not otherwise delivered in accordance with the Customer’s order, may be returned to Nant within a reasonable time after delivery at no cost to the Customer. Within seven (7) days of the delivery date, Nant must be notified of delivery of damaged goods and delivery errors including non-delivery, delivery of incorrect quantities or incorrect goods.

6. Liability: Except to the extent Australian law provides that liability is not able to be excluded, Nant shall not be under any liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage or loss of profits), however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the goods, any services supplied by Nant or the failure of Nant to comply with these Terms of Sale.

7. Conflicts: These Terms of Sale, and where applicable Nant’s Terms and Conditions of Credit, will apply to the exclusion of all other terms and conditions contained in the Customer’s order. In the event of any inconsistency, Nant will be deemed, by delivering the goods to the Customer to have made an offer to the Customer to sell the goods pursuant to these Terms of Sale, which offer will be deemed to have been accepted if the Customer retains the goods. Nant reserves the right to change these Terms of Sale at any time.

8. GST: Nant reserves the right to recover from the Customer all goods and services tax payable in respect of the supply of any goods to the Customer.

9. Jurisdiction: These Terms of Sale shall be governed and construed in accordance with the laws of the State of Tasmania and the parties agree to submit to the jurisdiction of the Courts of that State.

10. No Waiver: The failure by Nant to exercise, or any delay in exercising, any right, power or privilege available to it under these Terms of Sale will not operate as a waiver or preclude any other or further exercise or the exercise of any other right or power.

11. Severability: Should any term contained herein be found to be invalid or unenforceable it will be severable and will not affect the remainder of the terms.

12. Personal Property Securities: The Customer acknowledges and agrees that by assenting to these Terms of Sale the Customer grants a security interest under the Personal Properties Securities Act 2009 (PPSA) in favour of Nant in all goods supplied by it to the Customer to secure the payment from time to time and at a time, including future advances. The Customer agrees that the security interest created is a ‘Purchase Money Security Interest’ (as defined by the PPSA) to Nant.

The Customer undertakes to:

(a) sign any documents and/or provide any information (which information the Customer warrants to be complete, accurate and up-to-date in all respects) which Nant may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register (PPSR);

(b) not register a financing change statement as defined in section 10 of the PPSA or make a demand to alter the financing statement pursuant to section 178 of the PPSA in respect of the goods without the prior written consent of Nant;

(c) give Nant not less than fourteen (14) days written notice of any proposed change in the Customer’s name and/or any other changes in the Customer’s contact details; and

(d) pay all costs incurred by Nant in registering and maintaining a financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce the security interest created by these terms including executing subordination agreements and obtaining an order pursuant to section 182 of the PPSA.

To the extent permitted by the PPSA, the Customer waives its rights to receive a notice under any of subsections 95(1), 121(4), 129(2) and 130(1) and sections 135 and 157 of the PPSA or a statement referred to in subsection 132(3)(d) and 132(4).

Pursuant to section 157 of the PPSA, unless otherwise agreed to in writing by Nant, the Customer waives the right to receive the verification statement relating to the security interest.

13. Liquor licenses: Any agreement by Nant to supply liquor will be deemed to have been formed at its Licensed Premises located at The Nant Distillery, Nant Lane, Bothwell in the State of Tasmania, Australia. Accordingly, such liquor is sold pursuant to Tasmanian Liquor Licence no. 58611.

Both the Customer and the person placing the order for goods which include liquor warrant to Nant that:

(a) he or she is not under the age of 18 years;

(b) he or she is not procuring liquor for or on behalf of a person who is under the age of 18 years; and

(c) a person over the age of 18 years will be available to accept delivery at the Customer’s requested address for delivery. Both the Customer and the person placing the order for goods which includes liquor indemnify Nant from and against any claims, loss, expenses, fines or penalties incurred by or made against Nant arising out of a breach of this warranty.