Terms & Conditions
SUPPLIER TERMS
This is a binding Agreement between 10 Gow Pty Ltd (ACN 656956446) (‘us’ or ‘TLL) and the entity (‘you’ or ‘Supplier’) with a registered The Liquid Link supplier account (‘Supplier Account’) on The Liquid Link Platform (defined below). It also contains terms between you and purchasers or potential purchasers (‘Customers’) of Products through The Liquid Link Platform.
The Liquid Link makes available an online platform or marketplace with related technology (‘The Liquid Link Platform’) for Customers and Suppliers to transact the sale of food and beverage and other authorised products (‘Products’). The Liquid Link is not a party to the transactions for the sale of Products between Customers and Suppliers.
1.2
When you sell Products through The Liquid Link Platform: (a) you enter into an agreement (‘Supply Contract’) to sell and deliver Products to a Customer; and (b) you are charged the Platform Fee for the use of The Liquid Link Platform as either set out in a side letter with you and/or displayed in The Liquid Link Platform. The charges for your Products, including the purchase price and shipping fees (together, ‘Product Charges’), SKUs and other terms of trade (if any) are set by you (not by Kaddy) and will be displayed on The Liquid Link Platform at the time of Order. You are responsible for confirming that the supply details are correct prior to forming a Supply Contract and at all times.
1.3
From time to time for promotional purposes, and in our absolute discretion, we may provide Customers with a rebate on the Product Charges payable in respect of that Order as displayed in the relevant Order. Such rebate shall be funded by The Liquid Link unless otherwise agreed.
1.4
The Agreement commences on the date you register a Supplier Account on The Liquid Link Platform and continues unless terminated by either party on 14 days’ written notice. Such termination shall not affect any outstanding Orders.
1.5
The Agreement commences on the date you register a Supplier Account on The Liquid Link Platform and continues unless terminated by either party on 14 days’ written notice. Such termination shall not affect any outstanding Orders.
1.6
If this Agreement is subject to any special conditions, these will be contained in a separate document executed by the parties.
Orders
The Liquid Link will from time to time display Products from suppliers for purchase via The Liquid Link Platform. To create an Order for Products with a Customer using The Liquid Link Platform, the following process shall apply:
- You may make an offer to sell the Products or the Customer may make an offer to buy the Products through The Liquid Link Platform (‘Order’);
- Where you make an offer, it is an offer to sell the relevant Products in the Order on the terms and conditions described in the Order;
- Where the Customer makes an offer, it is an offer to buy the relevant Products in the Order on the terms and conditions described in the Order;
- If the Customer receives your offer on The Liquid Link Platform, they can either accept or reject the Order;
- If you receive the Customer’s offer on The Liquid Link Platform, you can either accept or reject the Order;
- Where an Order is accepted, a Supply Contract is formed and you must provide an estimated delivery date (‘Delivery Date”);
- The Liquid Link reserves the right to accept or reject in its absolute discretion any Orders for any reason, including without limitation, the rejection of an application for credit, a failure to pay Products that a Customer has previously ordered, an error in the price or the description of Products, any limits on availability of the The Liquid Link Platform or a user error in placing the Order.
2.2
Delivering Products
- Once a Supply Contract is formed, the Supplier is responsible for organising the delivery of the Products to the address provided. The Liquid Link has no responsibility for Product delivery or disputes about delivery or the Products themselves, such as whether they are defective, short-delivered or otherwise not the Products specified in the Order.
- A Delivery will be deemed to be completed at the earlier of: (i) The Customer notifying The Liquid Link through The Liquid Link Platform that the Delivery has been completed; or (ii) Two (2) Business Days following the Delivery Date, if the Customer has not contacted The Liquid Link in respect of the Products being defective, short delivered or otherwise not the Products specified in the Order.
- In the event that a Customer fails to comply with clause (b)(ii) in notifying The Liquid Link of an issue with a Delivery, then to the fullest extent permitted by law, the Products will be treated as having been accepted by the Customer, and the Delivery will be deemed complete.
3.1
Payment Terms
Upon a Supply Contract being formed, an invoice will be issued by or on behalf of the Supplier through The Liquid Link Platform, and the Customer will be liable for payment of the Product Charges, and you will be liable to us for our relevant fee (‘Platform Fee’) as displayed in the relevant Order in The Liquid Link Platform.
We will collect all moneys from the Customers, and be responsible to you for the Product Charges as your billing and collection agent, less the applicable Platform Fee (‘Net Transaction Proceeds’). Upon our payment of the Product Charges to you, you hereby automatically and irrevocably assign to us title to the invoice, the right to enforce the invoice, and receive as principal the full proceeds of the invoice.
The Platform Fee is calculated based on a percentage of the total order price and will be displayed in the relevant Order. The Net Transaction Proceeds shall be remitted to you in respect of each Order within five (14) Business Days after the Delivery Date, or as otherwise agreed in writing.
In the event that the Supplier is paid any funds with respect to an Order by mistake, either by The Liquid Link or the Customer, it agrees to immediately refund such overpaid funds to Kaddy.
3.2
Taxes
If GST is payable on any supply under this Agreement, you must pay an additional amount equivalent to the GST when that payment to us is due. You are responsible for computing and paying all taxes (including wine equalisation taxes), duties and other government fees or charges payable or assessed in connection with this Agreement.
4.1
Warranties
You warrant that:
- you are fully authorised to act on behalf of any entity on whose behalf you are requesting Services and to bind such entity or person to this Agreement;
- you have all applicable licenses and consents necessary to supply the Products;
- the Products shall be fit for purpose, as described on The Liquid Link Platform and free of defects;
- you will comply with all applicable laws and regulations in supplying the Products; and
- you will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement.
4.2
Limitation of Liability
- To the extent permitted by law: (i) The Liquid Link disclaims all liability for any loss or damage of every kind and nature with respect to the transaction between Supplier and Customers in connection with any Order, other than the duty to remit the Net Transaction Fees to the Supplier as billing and collection agent; or (ii) if any liability to you does arise it is limited to the total amount of $100. For breach of any condition that by law cannot be limited, our liability is limited, at our option to resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.
- To the extent permitted by law: (i) The Liquid Link Platform is provided on an “as is” basis, and without any warranty or condition, express or implied; and (ii) we and Suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the extent allowed by law.
- Other than the duty to remit the Net Transaction Proceeds to the Supplier, The Liquid Link accepts no liability for any aspect of the Customer and Suppliers interaction. The Liquid Link has no obligation to involve itself in any dispute between a Customer and a Supplier. The Supplier fully indemnifies The Liquid Link with respect to the Supplier’s failure to perform a Supply Contract, where the delivery of the goods is subject to dispute or for any default of these terms, including without limitation under the warranties.
5.
TERMINATION
If you materially breach this Agreement or suffer any form of insolvency event The Liquid Link reserves the right to suspend or terminate this Agreement with or without written notice.
6.1
The Supplier is the owner of the Products specified in the Order until it has been paid by us, and then title passes to us until such time as the Customer has paid all money it owes for the Products and for any other Products supplied to the Customer, or until the Customer sells the Product to a third party at arm’s length on market terms. Risk in the Product passes to the Customer upon delivery, provided that where there is a delay in delivery because of the fault of you or the Customer, then the party at fault bears the risk of the Products while the delay subsists.
6.2
We may lodge a security interest for the purposes of the Personal Property Securities Act 2009 (‘PPSA’), and you must upon request do anything which we consider necessary for the purposes of ensuring that the security interest is enforceable, perfected and otherwise effective.
6.3
The Title to Products in a Delivery will only pass to Customer once Customer has fully paid all Charges in respect of those Products through the The Liquid Link Platform.
6.4
You must not do anything that is likely to adversely affect a Customer’s reputation, sales or brands. You must notify us within 7 days of any change in your authorised representatives, directors, registered office or business address.
7.
GENERAL
This Agreement (subject to clause 1.5) contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications. If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected. Any dispute arising out of or in connection with this Agreement will be submitted to arbitration in Sydney in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia Fast Track Arbitration Rules. This Agreement is governed by, and construed in accordance with, the laws of New South Wales. Neither party may transfer or assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld). The Liquid Link is not a party to any Supply Contracts and operates as an independent contractor. It is not a partner, agent (unless otherwise stated), employee, joint venturer, fiduciary or legal representative of you. Neither party has authority to bind the other in any way. We do not guarantee the delivery of the Products by Customers. The Liquid Link may amend these terms from time to time by written notice. Such amendments shall not affect any current Orders.