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Credit Account Application Terms and Conditions

Parties:

Wine Depot Holdings Pty Ltd ABN 61 627 925 400 trading as WINEDEPOT (“WINEDEPOT”) and You, the Customer who is signing up via winedepot.com for WINEDEPOT services.

“You”, “Customer” means the entity you represent in accepting this Agreement or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you. PLEASE NOTE THAT IF YOU SIGN UP FOR WINEDEPOT ACCOUNT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THIS AGREEMENT, AND (C) THE WORD “YOU” IN THIS AGREEMENT WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

This Agreement is legally binding on and from the later of:
the date You first click “I have read these terms and conditions and agree to be bound by them” (or similar button or checkbox); and the date that WINEDEPOT receipts the first Goods from the Customer,

(the "Agreement Commencement Date"). Until the Agreement Commencement Date, Your entry or potential entry into this Agreement must be kept strictly confidential.

This Agreement does not have to be signed in order to be binding. You indicate your assent to this Agreement by clicking “I have read these terms and conditions and agree to be bound by them” (or similar button or checkbox) at the time you registered for a WINEDEPOT account, or when you make your first payment to WINEDEPOT.

BACKGROUND

  1. WINEDEPOT operates an online Platform designed to streamline wine and beverage distribution. From this Platform it offers customers a range of Services.

  2. WINEDEPOT has agreed to provide the Customer access to its Platform and the Services.

  3. If the Customer has requested and has an approved Trade Credit account to purchase product using the Platform the following terms and conditions apply.

CREDIT CONDITIONS

  1. Customer warrants that all the information provided by it in this application is accurate, correct and complete as at the date signed by Customer. If at any future time there is any change to the information regarding Customer provided by itin this form, Customer agrees to notify WINE DEPOT HOLDINGS PTY LIMITED of the change immediately.

  2. WINE DEPOT HOLDINGS PTY LIMITED may accept or reject the application for credit made in this form in its absolute discretion. Customer agrees that it is not entitled to any credit unless and until it receives notice in writing from WINE DEPOT HOLDINGS PTY LIMITED that credit has been approved and the maximum amount of credit approved (Credit Limit). Until Customer receives such notice, any goods or services thatare to be supplied to Customer by a Supplier and any equipment to be hired to Customer by a Supplier will only be provided on a cash in advance basis.

  3. Customer agrees that the Credit Limit is a maximum limit, and Customer is required to ensure at all times that the aggregate amount of all outstanding invoices issued WINE DEPOTT HOLDINGS PTY LIMITD is less than the Credit Limit. If the aggregate amount of all outstanding invoices reaches (or, with the further supply of goods or services, would reach) the Credit Limit, then any goods or services that are to be supplied to Customer will only be provided on a cash in advance basis.

  4. Customer may apply to increase or reduce the Credit Limit at anytime in writing. WINE DEPOT HOLDINGS PTY LIMITED may agree or refuse to increase the Credit Limit in its absolute discretion and, if it agrees, on such conditions as WINE DEPOT HOLDINGS PTY LIMITED requires (for example, the provision of a bank guarantee or, if not previously provided, the provision of a guarantee and indemnity by officer(s) or shareholder(s) of Customer or by beneficiaries of the trust of which Customer is trustee). WINE DEPOT HOLDINGS PTY LIMITED may reject an application to reduce the Credit Limit if the requested Credit Limit is less that the aggregate amount payable by Customer.

  5. If Customer's application for credit is approved, then:

(a)  All invoices of WINE DEPOT HOLDINGS PTY LIMITED to Customer must be paid in full within 30 days after the date of invoice. Credit, and the delivery of goods and/or services, to the Customer, may be suspended if payment is not made when due.(b)  The Customer will be required to complete a payment via direct debit. A direct debit form must be completed prior to credit being supplied.(c)  If Customer defaults in making any payment when due, then all money payable to any Supplier by Customer becomes immediately due and payable.(d)  WINE DEPOT HOLDINGS PTY LIMITED may charge interest at the rate of 2.5% per calendar month on all amounts due to it from Customer which remain unpaid, from the due date for payment until the date payment is received.(e)  Customer is liable for all costs, charges and expenses incurred by WINE DEPOT HOLDINGS PTY LIMITED in recovering any outstanding monies including debt collection agency fees, administration fees and legal costs (on a full indemnity basis). Such amounts must be paid by Customer on demand.(f)  The credit granted to Customer may be reduced, suspended until further notice, or terminated at any time by WINEDEPOT HOLDINGS PTY LIMITED by written notice to Customer. If credit is terminated, all money payable by

Customer becomes immediately due and payable.


(g) WINE DEPOT HOLDINGS PTY LIMITED may at any time impose as a condition precedent to the granting of any further credit or the maintenance of the existing credit limit, the requirement that Customer gives or procures such security or additional security as is required by WINE DEPOT HOLDINGS PTY LIMITED in its absolute discretion.

WINE DEPOT HOLDINGS PTY LIMITED may amend or replace these Credit Conditions in its absolute discretion by providing prior written notice to Customer, which notice may be endorsed on or accompany an invoice, statement, correspondence or other document provided to Customer. The amended or replacement Credit Conditions apply with effect from the date stipulated in the notice (which must be no earlier than the date the notice is given to the Customer) and do not affect accrued rights and obligations.

6. Customer represents and warrants that:

(a)  Customer is not aware of any information, notice or court proceedings that may result in the appointment of a trustee in bankruptcy, administrator, controller or managing controller, receiver or receiver manager or liquidator to it or any of its property.

(b)  Customer does not intend to enter into any scheme of arrangement with creditors either formally through a court or otherwise.

(c)  None of its officers (if it is a company or other body corporate), partners (if it is a partnership) or it (if it is a sole trader) has been a director of a company which has been placed in liquidation or has been declared bankrupt or has entered into an arrangement under the Bankruptcy Act 1966 (Cth) (as amended).

7. Customer agrees to notify WINE DEPOT HOLDINGS PTY LIMITED in writing as soon as practicable and in any event within 3 days of the occurrence of:

(a)  a change in the legal status, ownership or control of Customer;

(b)  a change in the directors (if it is a company or other body corporate) or partners (if it is a partnership) of Customer;

(c)  the appointment of a liquidator, administrator or receiver, or the liquidation, administration, arrangement, receivership or bankruptcy of Customer; or

(d)  any step being taken to sell an asset or assets of Customer with a value of 20% or more of the gross assets of Customer, or sell, transfer, encumber or otherwise dispose of 20% or more of the shares (if it is a company or other body corporate) of Customer.

On the occurrence of such an event, WINE DEPOT HOLDINGS PTY LIMITED may reduce, suspend until further notice, or terminate the provision of credit to Customer and/or may require Customer to make a new application for credit.

8. These Credit Conditions are governed by the laws of New South Wales. Customer submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.

TITLE AND RISK

(a) Title to the Goods remains with WINE DEPOT HOLDINGS PTY LIMITED until Customer pays the full amount owed by Customer in respect of those Goods.

(b) Risk in the Goods passes from WINE DEPOT HOLDINGS PTY LIMITED to the Customer upon the Goods being delivered Customer's Premises.