Producer Terms and Conditions (Cellar)

GENERAL

1. These terms and conditions are concerned with the sale of Alcohol from the Website.
2. These terms and conditions must be read in conjunction with all other terms
   and conditions displayed on the Website, which may vary from time to
   time.
3. By using our Website, and utilising it to sell any Alcohol,
   you, as the Producer, agree to be bound by the following terms and
   conditions.

INTERPRETATION

1. In this agreement, the following words have the following meanings:
   1.  "Act" means the Sale and Supply of Alcohol Act 2012;
   2.  "Alcohol" has the same meaning given under section 5 of the Act;
   3.  “Approved Evidence of Age Document” has the same meaning given under section 5 of the Act and clause 4 of the Regulations;
   4.  "Banned Alcohol Product" has the same meaning as given under the Act;
   5.  "Checkout" means the page(s) that pertain to the customer's completion of a purchase of Alcohol through the Website;
   6.  "Customer" means any Customer of Alcohol from the Website, whether or not a registered user (and includes a person acting on the Customer's behalf);
   7.  “Customer’s Terms” means the terms and conditions related to the purchase of Alcohol from our Website, which can be accessed by clicking here.
   8.  “General Terms” means our general terms and conditions that relate to the use of the Website, which can be accessed by clicking here.
   9.  "Good Cellar Collective” means THE GOOD CELLAR COLLECTIVE LIMITED (8118896);
   10.  "Information" means all information supplied by you to us through the Website (or otherwise) and includes, but is not limited to, your personal information, contact details, address, and credit card details;
   11.  "Liquor Licence" means the liquor licence that may be displayed on our Website from time to time;
   12.  "Producer" means any producer selling Alcohol through the Website, whether or not a registered user (and includes any person acting on the Producer's behalf);
   13.  "Regulations" means the Sale and Supply of Alcohol Regulations 2013;
   14.  "Terms" means the terms and conditions of this agreement; and
   15.  "Website" means our website, accessible through the domain name: “www.thegoodfoodcollective.co.nz”.
       
2. In this agreement, unless the context otherwise requires:
   1.  Words include singular and plural;
   2.  Clause headings are for reference purposes only;
   3.  Reference to "us", "we", or "our" refers to the Good Cellar Collective; and
   4.  Reference to "you" or "your" refers to you as the Producer.
      
      

PRODUCER'S TERMS

1. You confirm that you will at all times comply with the Act and the conditions of the Liquor Licence.
2. You acknowledge and accept that under section 19(1) of the Act, a distributor, importer, manufacturer, or wholesaler of any Alcohol can deliver Alcohol from its own premises by arrangement with the holder of an off-licence.
3. You confirm that these Terms constitute such an arrangement, and hereby accept to use the Website to sell Alcohol as expressly permitted herein.
4. Any Alcohol that is delivered from your premises MUST for the purposes of the Act, be treated as having been delivered by the Good Cellar Collective, and pursuant to our Liquor Licence.
5. You acknowledge and accept that any sale of Alcohol through the Website will strictly be operated through the Good Cellar Collective's Liquor Licence, and not your own licence (if any).
   You agree that, upon a Customer having gone to the Checkout with your Alcohol purchased, ownership of that Alcohol shall be conferred in the Good Cellar Collective, until such time that Alcohol has been delivered to the Customer. However, during this period, no risk or liability shall transfer to the Good Cellar Collective.

BANNED AND RESTRICTED ALCOHOL PRODUCT

1. You agree that you shall not use the Website to sell, distribute, or otherwise display for sale a Banned Alcohol Product.
2. You agree to indemnify the Good Cellar Collective, to the fullest extent, any claim arising out of any failure to comply with this provision.

IRRESPONSIBLE PROMOTION OF ALCOHO

1. You agree to promote Alcohol responsibly when using the website in accordance with the Act and the Regulations.
2. You will not promote anything on the Website that:
   1.  encourages excessive alcohol consumption, or is likely to encourage excessive alcohol consumption;
   2.  advertises or promotes discounts of 25% or more (it is not a breach to apply such discounts. However, a Customer cannot be lead to believe the price for any Alcohol is 25% or more below the normal price of the product);
   3.  claims that any Alcohol is free of charge (this does not include free sampling);
   4.  offers any goods or services or the opportunity to win a prize on the condition that Alcohol is bought; or
      is aimed at, or that has, or is likely to have, a special appeal to minors.

1. You agree and confirm that purchased Alcohol MUST be signed for by someone over the age of 18 in order to complete delivery, who prior to signing, must show the delivery person an Approved Evidence of Age Document, which for the time being means:
   1.  any current passport;
   2.  a current driver licence issued under the Land Transport Act 1998; or
   3.  a Hospitality New Zealand card (which contains that individual's photograph and date of birth).
2. If a delivery person is unable to verify a buyer's age to its satisfaction on the basis of the Approved Evidence of Age Document provided, or if no Approved Evidence of Age Document is provided within a reasonable timeframe, no alcohol may be supplied to a Consumer, and the Good Cellar Collective may reserve the right to cancel any order.
3. You agree that no Alcohol may be left unattended at any Customer’s delivery address prior to the age verification process being completed as required under this clause.
4. You agree to indemnify and hold harmless the Good Cellar Collective against any fines, claims, losses, or expenses that the Good Cellar Collective may sustain or incur as a consequence of your failure to comply with this clause.
   

RESTRICTIONS ON DELIVERY

1. A Customer may submit an order for Alcohol through the Website at any time where the sale of Alcohol is prohibited under the Act (for instance, on Good Friday, Easter Saturday, Christmas Day or before 1 pm on Anzac Day, or at any time after 11 pm or before 6 am on any other day), this order may be accepted at Checkout. However, you acknowledge and confirm that NO alcohol shall be processed, delivered or supplied until the prohibited period has expired.
2. You acknowledge and confirm that NO Alcohol will be delivered at any time after 11 pm, or before 6 am, on any given day.
   

WARRANTIES

1. You acknowledge and accept that the Website is a trading platform between third party Producers and Customers.
2. As such, you expressly agree that the Good Cellar Collective makes absolutely no warranties, representations and guarantees (whether express, implied or statutory), including (without limitation) relating to suitability and/or fitness for the purpose of any Alcohol that may be sold through its platform.
3. Further, you acknowledge and confirm that you shall not be entitled to may any warranties or representations on behalf of the Good Cellar Collective.
4. The Good Cellar Collective shall not be bound or responsible for any warranties, descriptions, representations, statements, or advice made by any, agents, suppliers or delivery people, whether or not made in good faith.
   

LIABILITY

1. You expressly agree that your use of, or inability to use, the Website is at your sole risk.
2. The Good Cellar Collective shall not be liable for any consequential, indirect, or special damage or loss of any kind whatsoever arising out of the use of the Website or breach by any third party.

INDEMNITY

1. You agree to indemnify, defend and hold harmless the Good Cellar Collective from any claim or demand, including reasonable enforcement costs, whether incurred on a solicitor and own client base or otherwise, made by any third-party, due to, or arising out of, your breach of these Terms.
2. You agree to fully indemnify the Good Cellar Collective out of any claims arising out of the Act, the Regulations, or the Consumer Guarantees Act 1993 due to any breach, act, or omission that may be attributable to you.
3. You agree to fully indemnify the Good Cellar Collective for any breach of the Liquor Licence that may be attributable to you.

AMENDMENTS

1. We reserve the right to modify the contents of this Website at any time, including these Terms, or any other terms and conditions or policies (as the case may be) of the Good Cellar Collective.
   
2. All amendments will be effective immediately upon an update being made.
3. You agree that it is your responsibility to monitor any such changes.

ASSIGNMENT

1. You may not assign any rights under this agreement except with our prior written consent.
2. You agree that we may assign our rights under this agreement without seeking your prior consent.

SEVERABILITY

1. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

GOVERNING LAW

1. This agreement and all issues arising from or in relation to the use of the Website are governed and shall be construed in accordance with the laws of New Zealand.
2. The Website is intended for the use of those currently residing in New Zealand. We make no representations that the Website complies with the laws of any country outside of New Zealand.
   
3. If you access the Website from outside New Zealand, you do so at your own risk and are responsible for complying with the laws in the place from which you use the Website

ENTIRE AGREEMENT

1. These Terms, together with all other terms and conditions contained on the Website, including but not limited to, our Customer’s Terms and General Terms, constitute the entire agreement between the Good Cellar Collective and you as Producer, and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, relating to the Website or the provision of Alcohol.
2. If there is any conflict between these Terms and the General Terms, these Terms shall prevail.