What this Agreement Covers
This website is owned and operated by United Cellars and
THESE TERMS AND CONDITIONS, MAY
BE MODIFIED FROM TIME TO TIME.
Your use of this website or purchase of any product or
service from United Cellars constitutes acceptance of these Terms by you
("User" or "Customer").
UNITED CELLARS Terms and Conditions
This website is owned and operated by United Cellars New Zealand Pty Ltd (“United Cellars”)
The following Terms & Conditions (Terms), together
terms of a legal agreement between you and United Cellars New Zealand Pty Ltd (United Cellars) in relation to your access to and use of this website
and the supply of products ordered via the website (if applicable). By
accessing, browsing, posting or using this website, you acknowledge that you
have read, understood, and agree to be bound by these Terms. If you do not
agree to these Terms, do not use this website.
United Cellars may alter these Terms from time to time by posting the altered
version on this website. You should visit the website regularly to keep up to
date with any alterations. By continuing to use this website, you accept the
Terms current at the time you access and use it.
If you have any questions or need clarification on any
issue please contact our friendly customer service team on 0800 449 451, 10am to 7pm.
UnitedCellars.co.nz and it related domains are
operated by United Cellars New Zealand. Sale of wines through Unitedcellars.co.nz is made under liquor licence number 045/OFF/003/2011.
All United Cellars clients use its services at
their own risk. United Cellars uses its best endeavours
to ensure the supply of its services are of the highest standard. However the
supply of these services, including any fault of these services, whether the
services are deemed to be in the control of United Cellars or a third party
acting for United Cellars, are not guaranteed by United Cellars.
United Cellars, like all online businesses, is dependant on third parties for the guarantee of its
infrastructure and services. Notwithstanding, United Cellars will use its best endeavours to ensure the availability and accuracy of its
services including its website but makes no warranty that continuous access or
accuracy can or will be available at all times.
Likewise United Cellars members and the users of
its services more generally are dependant on their chosen third party IT service suppliers (ISP, operating
system, computer hardware etc.) for the quality, effectiveness and fault of
their use of United Cellars services.
Consequently, should United Cellars services become
unavailable or faulty, for whatever reason, while every effort will be made to
rectify the services under United Cellars control and the services controlled
by United Cellars third party suppliers in a timely manner, and all due care
taken, United Cellars takes no responsibility for any losses or inaccuracy
incurred by its members including as a result of being unable to bid at auction
or access our website.
Should a situation arise which prevents any of United
Cellars members bidding in an auction, at its sole discretion, United Cellars
will continue the auction beyond its advertised closing and close it at a time
and date between at least 24 hours and no more than 7 days after the original
closing time and date. Should United Cellars, at its sole discretion, decide to
postpone the closing time and date of an auction it will notify its customers
by email of such arrangements.
Website and uCellar
"Agreement" means an agreement
between you and United Cellars to supply Goods. The Agreement consists of the
Order and these Conditions.
"Conditions" means these
Conditions and any agreed written variations.
"Delivery Address" means the address to which the
Goods are to be delivered as stated on the Order.
"Goods" means Goods described in an Order and
"Intellectual Property Rights" includes all
rights in respect of copyright, trademarks, patents, designs, protection of
confidential information, circuit layouts, and any other intellectual or
industrial property rights whether arising under statute or otherwise.
"Licensed premises " means United Cellars New Zealand Pty Ltd's licensed premises at 1st Floor, 184 Kapiti Rd, Paraparaumu (Liquor Licence number 045/OFF/003/2011).
"Order" means an order by you to purchase Goods
from United Cellars.
"Personal Details "
includes, but is not limited to your name, Delivery Address and payment
"Product List" means the list of Goods displayed
on the United Cellars website as amended from time to time.
"Service Fee" means the fee payable to United
Cellars in respect of delivery of the Goods and handling costs associated with
processing your Order as advised by United Cellars from time to time.
2.0 The Agreement
2.1 What is the Agreement
The entire Agreement between you and United
Cellars for the purchase of Goods by you from United Cellars is:
(a) these Conditions; and (b) the
terms of the Order.
The Agreement exists between you and United
Cellars once United Cellars receives and accepts an Order at its Licensed
Premises. No obligation to sell or supply the Goods will arise until the Order
is received and accepted at Licensed Premises. Each order may be accepted by
United Cellars in its absolute discretion. United Cellars is authorised to
unconditionally appropriate the liquor to the Order at the Licensed Premises on
acceptance of the Order. Each Order is a separate agreement.
Free registration on this website provides the ability to
store frequently used information such as wine queries and personal information
used to speed check-out, as well as access to Ucellar
software, auction prices and third-party content licensed by United Cellars.
A valid credit card with associated User name, billing address, and phone
number is required when making a purchase in the United Cellars store, placing
a bid in the Exchange, or accepting a bid to sell wine via the Exchange. User
may maintain this information, as well as other information such as shipping
addresses, on the My Account page of United Cellars 's
site. All personal information provided to United Cellars will be treated in
Upon registration, User must provide a working email
address or mobile phone and a password. User, or user's authorized
representative, must ensure that these remain confidential at all times and agrees
that User is solely and entirely responsible for all activities which occur
under User email address and password. User must notify UNITED CELLARS
immediately if User becomes aware of any unauthorized use of User email address
and password. Each User email address or phone number and password must be used
by a single user and/or User's authorized representative(s) and is not
transferable. UNITED CELLARS may suspend or terminate access to an account if
it suspects unauthorized or improper use.
As a condition of use of this website, User expressly
agrees not to use the website, the uCellar software,
or other Internet services provided by UNITED CELLARS for any purpose that is
unlawful or prohibited by these Terms. User agrees to abide by all applicable
local, state, national, and international laws and regulations. User agrees
that User is solely responsible for all acts or omissions that occur under
User's account including the content of transmissions through UNITED CELLARS's
Without UNITED CELLARS's prior written consent User may not reproduce,
distribute, modify, create or display derivative works based on, repost or
otherwise use the content of this website. Nothing contained herein shall be
construed as conceding any license or right under any copyright or other
intellectual property right.
User agrees not to:
- attempt to access this website or any of its content if User is under the legal
drinking age of the jurisdiction from which User accesses this website;
post or otherwise transmit through or to this website any content that:
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 computer viruses or any other harmful programs or
- disrupt, place unreasonable burdens or excessive loads on, interfere with or
attempt to gain unauthorized access to any portion of this website, its
computer systems, servers or networks;
- provide alse information about User to United Cellars, impersonate any other
person, or otherwise attempt to mislead others about User's identity or
the origin of any content, message or other communication;
junk mail, chain letters, or other unsolicited bulk email or duplicative
- collect information about other visitors to United Cellars website(s) without
their consent or otherwise systematically extract data or data fields,
including without limitation any financial data or email addresses;
access to or the use of this website, including any content contained on,
downloaded or accessed from this website, except as specifically permitted
in writing by United Cellars;
any content, including reviews, provided by United Cellars in any manner
whatsoever including by means of printed publication, fax broadcast,
mobile devices, web pages, email, web newsgroups or forums, or any other
electronic or paper-based service or method;
United Cellars 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.
"Upload" means to post, enter, or otherwise
provide to this website or the uCellar software.
"Contribution" means any tasting notes, comments, photos, data, or
other information or materials that a user Uploads and is either displayed
solely to the User or publicly. "User owned Contribution" means a
Contribution that User, rather than a third party, owns.
By Uploading any Contribution, User represents and
warrants that User has the right to Upload that Contribution. User will not Upload any Contribution that User does not have the right to
United Cellars will provide a means by which User may designate that a
Contribution is not a User-owned Contribution. User will make all such designations
appropriately and accurately; absent such designation, United Cellars may rely
upon User's warranty that the Contribution is a User-owned Contribution.
User hereby grants United Cellars an irrevocable, perpetual, worldwide,
fully-paid, non exclusive license to create derivative works of each User-owned
Contribution and to use, reproduce, modify, adapt, publish, perform and display
the User-owned Contribution and its derivative works, so long as User is not
identified as the source thereof; provided, however, that if User authorizes
United Cellars to identify User as the source, then User will be so identified.
User represents and warrants that User has the right to grant the foregoing
User acknowledges that United Cellars has no obligation to screen, and does not
screen, Contributions when they are Uploaded. United Cellars will not maintain
or utilize Contributions after they have been deleted by the User. Exceptions
to this are wine label photo contributions that have been verified by our data
team and made available to all Users.
If you owe money to United Cellars under one
agreement, United Cellars may set-off that money against any money that you owe
to United Cellars under another agreement. If United Cellars owes money to you
under one agreement United Cellars may set-off that money against any money
that it owes you under another agreement.
Confirmation of wine
For wine currently available for purchase, Customer may
order online, over the phone, or by sending an email. However, no order shall
be considered confirmed until Customer has fully paid by credit card (or made
other arrangements) and received an email or other written confirmation.
Title of ownership
Title ownership of a wine purchase
is transferred from UNITED CELLARS to Customer when the wine has physically
arrived and has been fulfilled to Customer's account by warehouse operations.
"Fulfilled" means that
the ownership transfer has been recorded in UNITED CELLARS's accounting system as
paid in full and that the wine now appears as received in Customer's Ucellar account.
Customer's wine purchase may still
reside in a UNITED CELLARS warehouse in storage or it may be awaiting shipment,
pick-up, or delivery. Please note: Unless Customer has already obtained wine
insurance coverage through his/her insurer or elects optional insurance from
UNITED CELLARS pursuant to the Storage Section, paragraph ix below. CUSTOMER
WINE IS NOT INSURED ONCE IT IS FULFILLED.
Pre-arrivals / futures/ En Primeur purchases
Wine sold by UNITED CELLARS may be offered
on a pre-arrivals or futures/En pimeur basis. This
means that UNITED CELLARS is not yet in physical possession of the wine at the
time it is sold to Customer, even though UNITED CELLARS has a purchase
commitment with a supplier that matches its sale to Customer. Most wines
normally arrive within a few months of the purchase with some notable
exceptions such as newly offered Bordeaux futures/En Primeur which may arrive
as much as 2-3 years after they are initially offered. Upon the arrival of the
wine and a satisfactory inspection by United Cellars, UNITED CELLARS will
update the order status automatically and trigger an email and or SMS
notification to Customer.
The estimated time for a pre-arrival wine to arrive is
displayed on the website when ordering. The time period indicated represents
our best estimate based on information provided
to us by our suppliers at the time of UNITED CELLARS's purchase or subsequently.
Occasionally, the original estimate may be extended based on new information we
receive. We understand this can be frustrating but UNITED CELLARS does not
control all variables which affect timing of delivery. For example, a producer
may defer a release beyond its original anticipated date. Please be assured
that delivery of your wine is guaranteed
However, UNITED CELLARS shall not be liable for Customer expenses caused
by delivery delays (e.g., credit card finance charges) as no promise of
delivery by a given date can be made with certainty.
Guarantee of pre-arrival
It may occur that a supplier of United Cellars is unable to
deliver the quantity or bottle sizes originally sold to United Cellars which it
has then sold to Customer. From the date such a supplier default is determined;
United Cellars guarantees it will attempt to repurchase the wine from another
source (for up to three months) to fulfill its
commitment to Customer. If, however, Customer wishes to cancel the order
without waiting for a replacement to be found, or United Cellars is unable to
source the wine within 3 months at a total cost equal to or below the original
retail price paid by Customer, United Cellars will refund the original amount
paid, including taxes (without any cancellation fee applied). This guarantee
does not apply to delays in pre-arrival deliveries as expected arrival
dates provided at the time of purchase are only United Cellars
's best estimates.
To the extent that the supply of services under this
Agreement is a taxable supply the Purchase or Sale Price shall be increased by
an amount equal to any GST (Goods & Services Tax) that United Cellars is
liable to pay in respect of those goods or supply.
The Seller or Buyer's obligation to pay GST on the
goods or services that are taxable supplies is subject to United Cellars
providing a tax invoice for those goods or services. GST rate is 15% which is
added to all commissions charged.
United Cellars freight, insurance and cellarage
charges also attract GST and all prices quoted are also GST inclusive.
The application of the GST can be summarised as follows:
Trade Seller (GST registered)
GST is included in the Hammer and/or Exchange
Price. Commission, Buyer's Premium, freight & insurance will also attract GST.
The Seller must remit the GST component of the sale of goods to the government
and can claim input tax credits on the GST applicable to our fees.
Trade Sellers need to supply United Cellars with
their GST number. We will only collect GST on behalf of the Seller if we are advised
at receipt of stock, or notified prior to the printing of our catalogue. It is
the responsibility of the Seller to notify us of their GST status prior to our
On completion of a sale, United Cellars will issue,
when relevant, a Tax Invoice to Buyers of GST-affected lots. The GST collected
from these Buyers will be passed on to the Trade Seller. This should be
remitted by the Trade Seller (with a GST return) to Inland Revenue New Zealand.
Trade Buyer (GST registered)
The Hammer and/or Exchange Price is
inclusive of GST. GST registered Trade Buyers can claim the GST input credits
for all purchases. Commission, Buyer's Premium, freight & insurance also
attract GST. Trade Buyers can claim input credits on the GST applicable to our
United Cellars wine listings cater for GST
registered Trade Buyers. GST claimable wines are specifically noted with a GST
icon in our Auction and Exchange listings. United Cellars online search engine
(available at Search/Advanced Search on our website) provides a list of all GST
claimable wines on sale at Auction.
GST is not charged on the Purchase or Sale Price.
Commission, Buyer's Premium, freight & insurance do attract GST (inclusive
in United Cellars charges).
GST is not charged on the Purchase or Sale Price.
Commission, Buyer's Premium, freight & insurance do attract GST (inclusive
in United Cellars charges).
The expressions 'GST', 'supply', 'taxable supply',
and 'tax invoice' have the same meaning as in the Goods and
Services Tax Act, 1985.
3.1 Delivery area
In order to purchase Goods from United Cellars,
the Delivery Address which you nominate will need to be within a location where
United Cellars provides delivery services. United Cellars will advise you if
the Delivery Address which you nominate ceases to be in an area where United
Cellars delivers goods. United Cellars will not be obliged to continue to
deliver Goods to you if you change your Delivery Address and the new Delivery
Address which you nominate is not in an area within which United Cellars
You will place an Order with United Cellars by:
(a) selecting Goods on United Cellars's website, entering your Personal Details and
pressing the "submit for processing" button; or
(b) selecting Goods and instructing United Cellars by
telephone that you wish to purchase the Goods, and providing your Personal
Details to United Cellars; or
(c) selecting Goods and
instructing United Cellars by facsimile order that you wish to purchase the
Goods, and providing your Personal Details to United Cellars; or selecting
Goods and instructing United Cellars by regular mail that you wish to purchase
the Goods, and providing your Personal Details to United Cellars.
(d) selecting Goods and
instructing United Cellars by regular mail that you wish to purchase the Goods,
and providing your Personal Details to United Cellars.
3.3 Authorised Receipt of Goods
Anyone at the Delivery Address who receives the
Goods shall be presumed by United Cellars to be authorised to receive the Goods
on your behalf. United Cellars may request that the person who receives the
Goods at the Delivery Address provide satisfactory evidence of proof of age.
United Cellars will refuse to deliver the Goods if the person receiving the
Goods is unable or unwilling to provide evidence of proof of age. The Goods
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 United Cellars that
the person is aged eighteen (18) years or over.
3.4 Delivery Requirements
United Cellars is required by law to give
written instructions to the person responsible for delivery of the liquor,
requiring that the liquor be delivered:
(a) to the adult person who placed
the Order, or
(b) to another adult person at
those premises who undertakes to accept it on your behalf, or
(c) if delivery takes place on a day following the placing
of an Order, in accordance with the customer's instructions but always to a
person over the age of 18 years.
The person responsible for delivering liquor may refuse to
deliver the liquor to any person who fails to provide proof of age satisfactory
to the person responsible that the person is aged eighteen (18) years or over.
3.5 Additional Delivery Fee
If there is no-one at the Delivery Address or
no-one of appropriate age to receive the Order when the Order is delivered
United Cellars may charge you and you may be required to pay an additional fee.
4.0 Risk and Title
4.1 Risk and title
Risk and title in the Goods
passes to you upon delivery of the Goods to the Delivery Address, subject to
the goods being paid in full.
4.2 Returns and Refunds
For purchases made online and via our
Customer Service Centre – if the product you
receive is tainted, damaged or you receive incorrect product* call us on 0800 449 451 or email customerservice@United
Cellars.co.nz within two weeks of receiving your order.
We will arrange to pick up the stock and organise a credit of the purchase
price for tainted, damaged or incorrect product, and any subsequent bottles
that are returned in their original condition or we will organise delivery of
replacement product. Delivery costs will only be refunded if the product
shipped is a result of our error. Please make sure that you include with the
products the original packing slip and that the product is securely wrapped.
* Please note: where a wine vintage is not available another vintage maybe substituted.
5.0 Price of goods and payment
5.1 Price of Goods
Subject to clause 6.2 the price you shall pay
for the Goods shall be the price specified on the Product List. you also agree
to pay the delivery and handling fee (when applicable) in respect of each Order
and all taxes, including goods and services tax, which United Cellars is
required to collect from you.
prices are subject to variation without notice. The price payable for the Goods
shall be the price applicable on the date the Goods are confirmed as ordered.
5.3 Methods of payment
(a) Payment of Order
You may use your credit card (MasterCard, Visa, American
Express*). Cheques, Money Orders and cash payments are accepted as
method of payment. Payment must be cleared before the goods are dispatched. (*American Express payment will attract a surcharge of 4% of the total order including delivery charges)
(b) Corporate Customer Account
You may make an application to set up a corporate customer
account with United Cellars. If your application is accepted you will be
required to sign United Cellars standard terms and conditions which will
include details in relation to acceptable payment methods.
6.0 Out of stock & Substitution
United Cellars will not provide rainchecks in
respect of Goods ordered by you.
6.2 Substitution policy
United Cellars will use its best endeavours to
ensure that all Goods ordered by you are supplied to you. If the goods ordered
by you are not readily available in stock, whenever possible United Cellars
will offer to you a comparable product of equal or greater value.
7.0 Packaging and Labelling of Goods
United Cellars aims to include in the Product
List up-to-date pictures of the Goods. At times, the picture
of the Goods on the Product List are for illustrative purposes only.
United Cellars does not warrant the accuracy of information contained on the
Product List and recommends that you read the label on Goods carefully before
consuming the Goods.
You are licensed to use the United Cellars
website on your computer for your use in purchasing Goods from United Cellars.
You acknowledge that you are not permitted to make any other use of the United
Cellars website unless given prior written authorisation by United Cellars.
9.1 You acknowledge that United Cellars or its
related corporations own or are licensed to use all Intellectual Property
Rights in United Cellars (including, but not limited to, any images,
photographs or text which appears on the website). You agree that you will make
no representation to the contrary, and that you must not use or copy United
Cellars in any manner which is inconsistent with the rights of the owner or
licensee of such Intellectual Property Rights.
You acknowledge that any trade marks
or logos which appear on the United Cellars website are owned by or licensed to
United Cellars or its related corporations, and that you must not do anything
to prejudice the rights of the trade mark owner or licensee to such trade marks or logos.
10.1 You acknowledge that United Cellars
service is provided "AS IS" and that United Cellars is not making and
has not made any warranty or representation as to United Cellars's
suitability of Goods for any particular purpose.
10.2 To the extent permitted by law, you agree
that any liability of United Cellars arising out of or in connection with any
breach of any express or implied warranty or condition in respect of goods or
services supplied to you through use of United Cellars will be limited to:
(a) if the condition relates to
goods, the replacement of the goods or the supply of equivalent goods; and
(b) if the condition relates to
services, the supplying of the services again or the payment of the cost of
having the services supplied again.
10.3 You agree that the entire risk arising out
of installation, downloading, use or performance of United Cellars remains with
you. To the extent permitted by law, you release and discharge United Cellars,
its related corporations, its officers, directors, owners, employees, agents,
information providers, affiliates, partners, licensors and assigns 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 have been
supposed to have been in the contemplation of the parties as at the date of
this Agreement) arising out of or in connection with United Cellars or this
Agreement, including, without limitation, loss or damage caused by the
negligence of United Cellars or its software or its related corporations.
UNITED CELLARS reserves the right, at UNITED CELLARS's own expense, to assume
the exclusive defense and control of any matter for which User is obligated to indemnify a UNITED CELLARS Party,
and User agrees to cooperate with UNITED CELLARS's defense of these matters at no cost to UNITED CELLARS.
The foregoing obligations of User are hereinafter collectively referred to as
"Indemnity Obligations." Indemnity Obligations shall survive, for a
period of five (5) years, after the latest of a product sale or termination of United
Cellars's services under this Agreement or User's use
of the Ucellar software. Customer agrees to promptly
tender any payments due to any United Cellars under or in respect of the
Indemnity Obligations within five (5) business days following written demand by
the United Cellars.
If you are issued with a password by United Cellars you agree to take responsibility for the safekeeping of your password.
You are liable if an unauthorised person uses your password. You agree to
release and forever indemnify United Cellars and it related bodies in relation
to any liability howsoever arising out of the unauthorised use of your
12.0 Notifications of Changes
United Cellars may add to, delete, or otherwise
change any of the terms of this Agreement. United Cellars will notify you of
any substantial changes to these terms & conditions as provided in clause
15. Your use of the United Cellars service after notice will constitute your
deemed acceptance of such changes.
13.0 Privacy and Security
For details on the United Cellars Privacy and
Security Statement, please click here or refer to the Privacy & Security Hyperlink on the Home Page
United Cellars is committed to safeguarding personal information that is
entrusted to United Cellars. United Cellars servers are protected by various
computer security measures and all personal Customer information is encrypted
and transferred through the use of SSL (secure socket layer) protocol. Policies
concerning the use and disclosure of any personal information are governed by
United Cellars may terminate this Agreement at
any time by delivering notice (as specified in clause 15) or by sending you a
system message advising that your privileges have been removed.
In such event: 1) User is no longer authorized to access
unitedcellars.com.au or its related sites; 2) User will continue to be subject
to and bound by all restrictions imposed on User by these Terms; and 3) All
licenses granted by User and all disclaimers by United Cellars and limitations
of United Cellars 's liability set out in these Terms
or elsewhere on United Cellars websites or documentation will survive.
Termination of this Agreement shall be
effective the day notice is received or such later date as specified in the
United Cellars may give notice to you by
electronic mail or by regular mail to your address contained in the membership
registration information provided by you. You may give notice to United Cellars
by electronic mail to email@example.com
All specials, promotions, clearances, offers
and discounted items advertised on the United Cellars website are available
only while stocks last unless otherwise advertised. All terms and conditions of
specials, promotions, clearances, offers and discounted items advertised on the
United Cellars website shall apply.
Promotions not available in all areas.
Please note each case of beer incurs a delivery charge. If
you have included 2 or more cases of beer in your order, each case will incur a
17.0 Product availability
Due to liquor licensing restrictions on the sale of certain goods and during particular times in some locations, United Cellars reserves the right not to sell certain products to any person to which, or in any location where, the sale of certain products is restricted or prohibited.
18.1 Provisions are severable
Each provision of this Agreement (including these Conditions) are severable. Severance does not affect any other provisions.
United Cellars has not reviewed all of the sites that are linked to this website and is not responsible for the content of any off-site pages or any other sites linked to this website. User's linking to any other off-site pages or other sites is strictly at User's own risk.
Laws of New Zealand
The laws of New Zealand govern this Agreement.
This Agreement, together with any separate sale agreement(s) related to selling wine using United Cellars 's fixed-price auctions, represents the entire and integrated Agreement for services provided by United Cellars between the parties herein, and supersedes all prior negotiations, representations or Agreements, either written or oral.
Any waiver of a right or duty afforded under this Agreement shall not be effective unless such waiver shall be in writing and signed by the party claimed to have given, consented to or suffered the waiver.