Only Craft Beer Pty Ltd – Supplier Agreement
By way of background, this Agreement establishes a working relationship with us that is:
- only for Australian Independent Breweries. You must be an Australian Brewery and fully independent of any multinational brand. We will follow the criteria provided by the Independent Brewers Association of Australia (IBA) and you may or not be a member of IBA to join us.
- a simple agreement. We list your products for free in our marketplace, you sell the products directly to the consumers through our website and you pay us a sales commission calculated as a percentage of the final sales price.
- simple pricing structure. At the time of listing your product, you must advice on the recommended retail price and the wholesale price.
- easy to use. You could manage your supplier account, adding and/or removing product. You must advise of the recommended retail price and the wholesale price of the products.
- you sell the beer. Our website is an online marketplace that connects final consumers with producers. You will sell the products directly to them, so you must prepare and pack the products to be shipped to the final consumers.
- minimum stock. You keep the stock at your place, if you run out of the product you must update your listing and inform when the product will be available again. If the stock runs out while preparing an order you must advise us immediately.
- transport. We will arrange the transport: pick-up from your place and delivery to the final consumers. The final consumers will cover the costs of the shipment which will be paid by us to the shipment company.
- payout. Payouts for orders placed will be made within 3 days on the receipt of the consignment by the customer. Only Craft Beer will confirm that the order has been received through our delivery partner and will payout the gross proceeds of the order less any commissions directly to your nominated bank account.
- Completion of Know Your Customer (KYC) and Anti-Money Laundering (AML) checks: As Only Craft Beer will be handling all payouts via our automated payment system that uses Stripe, you will be required to complete and online KYC and AML verification using Stripe’s identify verification process. This simple 3 step process will verify your business and enable us to pay out directly to you via our platform. All proceeds will be made in Australian Dollar and includes any applicable GST collected.
- guarantee of minimum profit. Final price of your products will be set by us in the website. You will be paid your sales minus the sales commission and, in the worst-case scenario, we will guarantee you, on every sale, a minimum extra profit on top of your wholesale price of the product.
- promotion. You will be asked, from time to time, to promote Only Craft Beer website in your social media profile, included and not limited to your website, Facebook, Instagram, etc.
- online shop. If you do not have an existing online shop in your website, you will be asked to link Only Craft Beer website in your website. Link will direct the final consumers directly to your products.
- special events, tastings. From time to time, we would like to run some events and tasting at your place for our members. Events to promote your products between the local members and allow them to meet their favourite producer.
- special offers/promotions/limited release or season products. You may advise us if you want to launch or promote or offer any new product or you want to reduce the stock of any surplus product.
- contact with the producer. For our members, from time to time, we will allow them to make direct contact with the producer, via our platform. Contact will be related to provide feedback, request further information and/or ask a question, etc.
- funding. Only Craft Beer may run a funding program to allow you to fund and/or invest in new projects or marketing activities or raw material or consumable, etc. You are welcome to inquire at any time. All inquiries will be confidential.
- exclusivity. We will appreciate if you do not list your products in any other online marketplace directed to final consumers, such as eBay, Kogan, Amazon or similar.
- marketing activities. We will run different marketing activities and promotions, like GABS or similar, you will be invited to participate with us for free as you could contribute with your products.
Only Craft Beer Pty Ltd is a company registered in Victoria, ABN 40 637 043 086. In order to contact us, please send:
- Sales and product related enquiries to: firstname.lastname@example.org
- Accounts and billing communications to: email@example.com
Parties and Binding Effect
Only Craft Beer Pty Ltd (OCB) and you (Supplier) are parties to this Supplier Agreement (or “this Agreement”). By becoming a Supplier, seeking to utilise or continuing to utilise the platform, website and services, you agree to accept these terms and conditions. You agree that OCB may at any time review and amend the terms of this Agreement with immediate effect and without notifying you. Your continued use of the website and the services following any changes will constitute your acceptance of such changes. If you do not agree to any changes to this Supplier Agreement, do not continue to use the services or the website.
If any inconsistency arises between the Supplier Agreement and any other agreement, these terms and conditions prevail to the extent of the inconsistency unless otherwise expressly confirmed in writing by OCB. These terms and conditions are governed by the laws of Victoria and you and OCB accept the nonexclusive jurisdiction of the courts of Victoria in relation to any dispute.
Licence To Use Our Platform
OCB grants you a non-exclusive, royalty-free, revocable, worldwide, nontransferable licence to use our platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
The platform supports the growth and independence of passionate and innovative independently owned breweries. Our expectation is that you use our platform in good faith and continue to use the platform to support independent owned brewers. We request that you do not use our platform, including the information and materials available on it (platform content), in any way that competes with our business including contacting suppliers or customers directly to place orders outside of the Platform. If you are unable to meet this requirement, we encourage you to contact us to discuss options that may be available to you for other ways we can work with you to support independently owned breweries. If you breach this term, we may suspend your Account or terminate these Terms immediately without notice
You may be permitted to post, upload, publish, submit or transmit relevant information and content, including your Product names, logos and branding (User Content) on our platform. By making available any User Content on or through our Platform, you grant to OCB a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through, or by means of our platform including for the purposes of selling your Products, for marketing purposes and on social media.
You agree that you are solely responsible for all User Content that you make available on or through our Platform. You represent and warrant that:
- you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and
- neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We do not endorse or approve and are not responsible for any User Content. We may, at any time at our sole discretion, remove any User Content.
Discontinuance: We may, at any time and without notice to you, discontinue our Platform, in whole or in part. We may also exclude any person from using our Platform, at any time at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.
Registration and Account
- You may only have one Account as a Supplier on the Platform. If you own more than one business, you must create separate Accounts for each business, using different email addresses to sign up. Each Supplier Account may have multiple authorised users, with separate sign-in credentials.
- You must provide basic information when registering for an Account including name, email address, liquor licence number and ABN. Your email address is your username and you will be required to re-set your password once your account is created on the Only Craft Beer Marketplace.
- We will review your request for an Account before approving the request. We may request additional information, including details of your business and liquor licence to ensure you are a legitimate business and are legally entitled to sell alcohol in any jurisdiction you operate in. If you do not provide us with information, we reasonably request, we may refuse to create an Account for you. At our sole discretion, we may refuse to allow any person to register or create an Account. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account including:
- that you do not hold any required liquor licences to sell alcohol; o your liquor licence has expired; o you are not a legitimate business;
- you are not an Independent Brewer,
- We may refuse to provide you with an Account, at our sole discretion.
- You must provide accurate, current and complete information during the registration process and you must update such information to keep it accurate, current and complete.
- You are responsible for keeping your Account details and your password confidential and you will be liable for all activity on your Account, whether or not you authorised such activities or actions.
- You will immediately notify us of any unauthorised use of your Account.
- When creating an Account, you warrant that:
- you hold any required current liquor licence for any jurisdiction you operate within and are legally allowed to sell liquor and other goods on the Platform, and
- your liquor licence is current, and you have provided us with up to date details of your liquor licence.
- You are responsible for renewing liquor licences and providing us with updated details.
- Once you have registered an Account, your account information will be used to create a profile which you may then curate (Profile). Your Profile is personal, and you must not transfer it to others, except with our written permission.
- Note that the person signing up for a Supplier Account will be automatically designated as the administrator (Administrator) for that Supplier Account. Administrators may choose to provide other authorised users with access to the Account, by creating additional login details for these authorised users. Users who are not Administrators will have similar functionality to an Administrator but will not be able to view user profiles or create additional authorised users, among other limitations. A different user may be assigned the Administrator role, on written request to us.
- Only Administrators (and us, if we are requested) are permitted to create or deactivate users. It is the Administrator’s responsibility to manage and monitor users’ access to the Platform and deactivate users if they no longer require access to the Platform, including if that user is no longer associated with the business. We are not responsible for managing any Supplier Account and it is solely the responsibility of the Administrator to monitor an Account.
- You can provide information in your Supplier Profile on your Supplier story and of each Product you list on the Platform.
- If you have access to Product details you must ensure that Products and any information supplied on the Platform is accurate, complete, reliable, up-todate and suitable for any particular purpose. It is your responsibility to maintain Product details and inform us of any issue in data for Products and Listings as soon as possible.
- You may list Products on the Platform and provide detailed customised information on Product styles, tasting notes, flavour, complexity etc.
- At our absolute discretion we may choose how and when to display Products on the Platform.
- We may choose to conduct identity verification checks on any User to verify that User is a legitimate business, has any required liquor licences to sell alcohol for any jurisdiction that User operates within.
Pricing, Fees and Payment
- It is free to register an Account on the Platform.
- There is no charge for a Supplier to create a Listing, or for other users to review content on the Platform, including Listings.
- OCB will prepare all the invoices between the brewery and the end consumer and the brewery and OCB.
- All prices are inclusive of all taxes.
Orders and Delivery
- A Supplier posts an accurate and complete description of the Product or Products to be supplied (Listing). By creating a Listing for Products, the Supplier confirms that s/he is legally entitled and capable of supplying the Products described in the Listing.
- A Customer wishing to purchase Products places an order through the Platform (Order).
- Once a Supplier has received an Order Request the Supplier must prepare the Order. If the product is not available at the time of the order, the Supplier must advise us as soon as possible. OCB will manage the order with the Customer.
- Once the order is ready to dispatch, the Supplier must provide notice that the order is ready to pick-up using the platform functionality.
- The order is deemed to be complete when the Shipment company has confirmed that the Product has been picked-up from the Supplier.
- Shipment costs are built on top of the FSP and they will be paid by the Customer.
- OCB will arrange the shipment of the product, collect the shipment costs and pay the logistic company. The Supplier will not be charged by any cost for the shipment.
- In regional areas, it is possible that the Supplier may deliver the products to the nearest Australia Post office.
- It is the responsibility of the Customer to provide the correct delivery address.
- Once the product is ready to be picked-up, the Supplier must print-out from the platform the shipping labels and stick them on to the box of the product.
Returns and Reclaims
OCB, in its conditions of sale to the Customer, guarantees the Customer that in the event the Customer receive goods that are damaged or faulty, if they contact OCB within 5 days of receiving the order, OCB will refund the value of the damaged goods as credit to be used in another purchase at the platform or supply the same product again. We may request the Customer to proof that the goods were damaged or faulty, asking them to return it to us at their cost.
As the goods supplied were sold directly by the Supplier, in the event the goods supplied are faulty or damaged, OCB will propose the Customer two options, which the Supplier agrees to follow:
- Option 1. Customer accepts a new product. The Supplier then will supply to the Customer same or similar product for the same value at no cost to the Customer.
- Option 2. Customer accepts a full refund. The Supplier then refund back OCB the amount paid for the order.
In the event that the goods are to be reclaimed due to contamination, health issues, expired, etc. It is responsibility of the Supplier to advise OCB as soon as a reclaims happen in order to notify the Customers. If a reclaim is required, OCB will advise the Customer to dispose the goods and the refund procedure, as above, will apply.
You covenant and agree that:
- Your Product will be retail ready, including but not limited to:
- production of a standard that is consistent and of a quality that would ordinarily be expected from a manufacturer of this sort.
- production which is compliant with all Australian laws and regulations for the manufacture of a product of this type.
- labelling and packaging that complies with all Australian federal and state laws and industry practices.
- any other requirements as would usually be expected for a product of this nature.
- Products will be packed for road transport in cases using Australia Post recommendations.
- Beer and other alcoholic beverages are only allowed by suppliers with a valid liquor license, which will be displayed in the listing.
- Listings and products must also comply with the Alcohol Beverages Advertising Code (ABAC).
- Various states have different laws regarding trading beer and alcohol. Make sure you know your state's laws and if (and where) you are allowed to sell alcohol.
- Activity that doesn't follow OCB alcohol policy could result in a range of actions including for example: administratively ending or cancelling listings, hiding or demoting all listings from search results, selling restrictions, and account suspension. All fees paid or payable in relation to listings or accounts on which we take any action will not be refunded or otherwise credited to your account.
- This policy helps you follow important federal and state regulations.
- For more information about the rules and state’s laws, see:
Intellectual Property and Supplier Content
Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Platform and all of the Platform Content. Your use of our Platform and your use of and access to any Platform Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Platform Content.
You must not, without the prior written consent of ourselves or the owner of the Platform Content (as applicable):
- copy or use, in whole or in part, any Platform Content;
- reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Platform Content to any third party; or
- breach any intellectual property rights connected with our Platform, including (without limitation) by:
- altering or modifying any of the Platform Content; o causing any of the Content to be framed or embedded in another website; or
- creating derivative works from the Platform Content.
Indemnity and Limitation of Liability
You will defend, indemnify and hold harmless OCB, and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to:
- any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement.
- the Products you provide, any content you provide, the advertisement, offer, sale or return of any Products, any actual or alleged infringement of any intellectual property or proprietary rights by any Products you sell or content you provide. For purposes hereof: 'Claim' means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
OCB will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with this Agreement, the Site, the Services, the inability to use the Services, or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the Services.
You may request at any point in time funding for your projects, investments, etc. You must send the query directly to OCB. Each funding request will be treated confidentially, and the conditions will be discussed and agreed case by case between OCB and the Supplier.
From time to time, OCB will try to purchase in bulk raw material, cans, carton boxes etc for all the Suppliers in order to reduce the unitary costs of those items. OCB will advise with enough time to all the Suppliers who wants to participate on the bulk purchase and the price for the items. Those items will be paid by OCB and invoiced to the participant suppliers for payment within 20 days from delivery of the items.
- Suppliers may cancel their Account and terminate these Terms at any time by sending us an email to the address at the end of these Terms and provide us with 15 Business Days’ notice.
- We may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to the email address in your Account.
- At our sole discretion, we may suspend your Account or terminate these Terms immediately without notice if:
- you are in breach of these Terms, any applicable laws, regulations or third party rights;
- as a Supplier your Listings or Products at any time fail to meet any applicable quality or eligibility criteria;
- we have received complaints about you;
- you do not hold any required liquor licences to sell and/or purchase alcohol;
- your liquor licence has expired; o you fail to deliver your Orders;
- you are no longer classified as an Independent Brewer; and
- you are using our Platform to find a Customer or Supplier and then completing an Order or transaction independent of our Platform in order to circumvent the obligation to pay any fees related to our provision of the Platform.
- If we suspend your Account or terminate these Terms, we will cancel any existing Orders and in the case of a Supplier breach, refund the relevant Customers.
We recommend that Suppliers obtain appropriate insurance for supplying their goods or services. If you are a Supplier and you obtain an insurance policy, please review any relevant insurance documentation carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy.
If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.