This document stipulates and dictates the terms under which WineLook will conduct business with its suppliers.
WineLook – export trading company acting as a merchant is responsible for promoting and exporting premium Australian wine and selected food.
Acting as an independent, licensed exporter, WineLook assumes responsibility for marketing and related aspects of export services.
In promoting Australian wine and food, WineLook assumes the tasks of dealing with foreign brokers, distributors, sales representatives, importers, foreign trading companies, foreign government agencies, government purchasing missions, and other parties wishing to purchase Australian food and wine.
WineLook can act in two different ways:
- As an export merchant, WineLook generally purchases products directly from manufacturers. This in turn allows WineLook to take title and possession of the goods, and sell / export the goods at its own discretion and risk.
- WineLook can act as a representative on behalf of the manufacturer in new target markets, making off-shore arrangements with importers (at conferences, exhibitions, etc.). In this case, WineLook establishes and negotiates contacts with the buyers for a fixed commission.
Territory
WineLook defines prospective territories as potential markets where there shall not be any conflicting interests and multiple merchants or sales of the same wines.
Time Frame For Agreement
The agreement time frame is set to a standard of two years. The agreement shall commence from the signed date, unless termination is initiated by either party.
WineLook can not guarantee any definite sales or results for any given period of time. All trading and sales of wine and foods are undertaken at the risk of both parties. However, WineLook does guarantee that relevant products will be placed onto the WineLook website and relevant advertising material abroad.
Termination of the agreement by both parties with reasonable notice is acceptable only at the stage where parties are not involved in any financial processes and do not carry any financial responsibilities.
Obligations and responsibly of each party
WineLook, as an export facilitator for manufacturers is properly concerned that the product and manufacturers’ company image be well maintained in foreign markets by meeting the company needs and having close communication such as reports of efforts, advertising programs, tasting presentations, meeting with foreign representatives, etc. Co-operating with WineLook does not exclude the possibility of direct importing for our suppliers in other countries where the merchant does not have exclusive rights, or where a prospective agreement with a manufacturer has been terminated or expired.
The merchant is solely responsible for necessary permissions or license.
The manufacturer is responsible for the requirements and regulations of their goods in preparation for export. WineLook does not take any legal responsibility for faulty or sub-standard products.
For new producers, WineLook provides a number of free services. These include a space on the WineLook website and relevant promotional online material.
In necessary cases, where WineLook acts as a merchant, wine delivery may be arranged directly from the manufacturer (paying term 30 days) to the designated place within Australia.
Manufacturers should supply WineLook with the wine samples along with front and back labels, commercial and technical data. Digital images for the website of the specified characteristics of the products are preferable, however, WineLook also provides this facility using samples from the producer which are not refundable.
Packing specifications
Manufacturers sending the wine to the merchant’s named place should be ready for export packaged. Containing 12, 6 or 2 bottles, whereby the weight, dimensions, appropriate warnings (‘glass, handle with care’), quantity (‘6 x 750ml”), product of Australia sign, vineyard address and logo displayed. At times, the WineLook logo should be included upon the bottle in specific, conditions.
Volume Estimates
WineLook (merchant), cannot guarantee regular purchasing of certain wine, unless both parties (merchant and importer) bind themselves to a strict trade agreement, where performance hurdles and volume estimates will be legally fixed.
Pricing
WineLook trades with Australian manufacturers using Australian currency. In preparing information for importer, WineLook specifies the currency in which the price is quoted and indicates how long the price, will remain unchanged from the date of offer. WineLook makes purchasing decisions whilst buying wine from manufacturer based on wholesale price and quality of releases. Selling price FAC will be the dominant form unless otherwise indicated FOB price. Each wine represents the current product range which WineLook may purchase each time when price and good changes.
WineLook treats price information as a confidential matter. Price for importers is only disclosed after request and does not appear on web pages.
Promotional Costing
Both parties define expenses for promotion and advertising material including samples. When WineLook acts as a merchant, WineLook will carry all burdens of promotion of certain wine on the targeted market, in exchange for exclusive rights to sell the product on the respective market. Agreements with fixed terms will be constructed. The manufacturer caries the responsibility of supplying WineLook with digital images of their wine and all necessary data. WineLook warrants that if overseas facilities are established to distribute particular wine, these facilities (agent office, exhibition participation) will be properly maintained to preserve the image of each manufacturer, and to build stronger relationships with importers.
Warrantees, Damaged Products, Claims and insurance.
Both parties agree that warrantees which the manufacturer offers to the merchant could be offered to the importer by the merchant on their terms. Insurance should cover every shipment and delivery from party to party, and all shipping conditions, prior to the sale of wine on each stage must be documented by WineLook, authorized parties and the supplier. If necessary, special transport should be arranged to deliver wine to the named place or port of shipment.
Payments / Commissions
If WineLook acts as a merchant, WineLook will make payments in to the account of the manufacturer in 30 days from the day that the merchant is in possession of the product at the named place (warehouse or named port of shipment).
WineLook can act as an agent (not taking titles to the goods), if the manufacturer agrees to pay a fixed commission to WineLook if the deal is to be made.
Confidentiality
Having a business relationship with the manufacturer, WineLook, wishes to receive some information regarding the product. This information including price, quantity etc. is exclusively for the purposes of deal evaluation with the importer and not known to the public. Having visited the manufacturer, WineLook can possess some confidential information included but not limited to: processes, inventions, techniques, products, plans and related. WineLook agrees to maintain this information as confidential, and not to disclose this to any third party. The information about the product – samples, tasting notes, price, quality and quantity of product among with promotional video or audio recordings will be allowed for individual importers, only after written requests. If manufacturer provides some information and wants it to be confidential he should make particular note of it.
Trademarks, signs, packaging and logos
Manufacturers agree to allow WineLook to place their name, logo, website content on the WineLook website along with promotional materials (exhibitions, trade shows etc).
If the goods are manufactured for WineLook, both the manufacturer and WineLook can place their logo onto the label.
In order to sell and promote products, WineLook has the right to create its own packaging and labeling for selected products with the consent of the manufacturer and inclusion of their logo.
Jurisdiction and disputes
Australian legal jurisdiction applies to all WineLook domestic partners. Legal arbitration systems could apply in the case of a dispute that cannot be resolved by either parties of this agreement themselves. Mediation as a less formal and less expensive dispute resolution process can be used.
Merchant and manufacturer also agree to obey all Australian export laws and regulation.
Conclusion
WineLook invites the interested parties to add principals with their own comments and wishes to allow both parties to complete a final agreement.
This document remains the property of WineLook for its personal and business use.
