1. TERMS AND CONDITIONS
The supply of all Goods by the Supplier shall be subject to these Terms and Conditions whether in the past, present or in
the future. These Terms and Conditions shall prevail over any other terms and conditions including those implied by
Statute to the extent permissible at Law. The Applicant acknowledges having read the Terms and Conditions of Sale
prior to signing the Application for Credit Account.
2. INVOICE
Goods are invoiced at the time of delivery and include Sales Tax and delivery where applicable.
3. CLAIMS
Claims in respect of faulty Goods or deficient packaging, labelling or delivery must be made in writing to the Supplier
within 7 days of delivery in order to be recognised or binding upon the Supplier. Any costs incurred or loss suffered by
the Supplier in respect of or arising as a result of any unauthorised return by the Applicant may be deducted by the
Supplier from any credit granted by it to the Applicant or add it as a cost to the then amount outstanding.
4. CREDIT TERMS
Payment in full is to be made within 30 days of invoice. If payment in full is not received within these terms of trade, the
Supplier reserves the right to withdraw credit and supply and interest may be charged at the rate of 15 per cent per
month or part thereof on any monies outstanding from the date of invoice.
5. DISPUTES
Any disputes with the Supplier shall be subject to the Laws and Courts of the State of Victoria.
6. RETENTION OF TITLE
(a) Until the goods the subject of the contract are paid for in full:
(i) ownership shall remain with the Supplier but the risk shall pass to the Applicant;
(ii) the relationship between the parties shall be fiduciary and the Applicant shall hold the goods as
bailee for the Supplier;
(iii) the Applicant shall store the Supplier’s goods separately from its own;
(iv) the Supplier authorises the Applicant to on-sell the goods but as agent for the Supplier. The
Applicant shall however, not represent to any parties that it is in any way acting for the Suppliers
and the Suppliers will not be bound by any contracts with third parties to which the Applicant is a
party.
(v) the proceeds of any sale of the goods shall be paid into a separate account and the Applicant shall
account to the Supplier from this fund for the full price of the goods. Records shall be kept by the
Applicant of any goods owned by the Supplier.
(b) In the event that the Applicant defaults or commits an act of bankruptcy or a receiver is appointed, or the
company goes into liquidation, without prejudice to any other rights the vendor may have, the Applicant by
receiving delivery of the goods authorises the Supplier to retake possession of any unpaid-for goods and
resell same without accounting to the Applicant therefore.
7. WITHDRAWAL OF CREDIT
The Supplier may its sole and absolute discretion withdraw any credit facilities granted without notice.
8. DEFAULTS
If the Applicant defaults in paying any amount owed by the Applicant to the Supplier under the terms and condition of
sale, then any amount invoiced to or owed by the Applicant to the Supplier becomes immediately payable and the
Applicant agrees to indemnify the Supplier against all costs (including solicitor and own client costs, commercial agent
commissions, freight, insurance, loss of profit and interest) incurred by the Supplier as a result of the Applicant’s default.
9. PAYMENT
The Supplier may at its sole and absolute discretion appropriate any payment received from the Applicant against
whatever amount is owed by the Applicant to the Supplier under the terms and conditions of sale as are due.
10. INSURANCE
It is solely the Applicant’s responsibility to ensure that all goods supplied under any invoice are insured to their full value,
in the name of the Applicant and Supplier jointly, from the time of delivery of the goods for shipment to the Applicant, with
a reputable insurance company until those goods are either sold or paid for in full.
11. RIGHT TO REFUSE SUPPLY
The Supplier reserves the right to accept or decline in whole or in part any order made the Applicant for the supply of
goods and to supply the goods ordered in whole or in part.
12. DELIVERY
(i) Notwithstanding that an approximate date stipulated in the order for delivery of the goods, the time for delivery
of the goods shall not be regarded as of the essence.
(ii) Subject to this clause, the Supplier shall make all reasonable and commercial efforts to have the goods
delivered to the Applicant on the day agreed between the parties but the Supplier, its agents and servants
shall be under no liability whatsoever, nor shall the Applicant be entitled to treat the contract as repudiated
should delivery not be made at that time.
(iii) Subject to this clause, the Applicant acknowledges that the Supplier does not warrant or represent that the
goods will be delivered on the day specified on the face of the invoice and the Supplier is at liberty to make
deliveries within a reasonable period before or after the proposed date for delivery.
13. RECEIPT
Under no circumstances may the Applicant deny signature evidencing receipt of the goods by it of any employee, agent
or carrier utilised or employed by the Applicant as the case may be.
14. LIABILITY FOR DAMAGES AND WARRANTIES
(i) The customer and the Supplier agree that the Supplier accepts no responsibility or liability whatsoever or
howsoever arising whether in contract or tort or otherwise for loss of profits, business or savings or for any
indirect or consequential loss of any nature arising out of or from the use, custody, supply or purchase of the
goods to the fullest extent permitted by law and the Applicant forever discharges the Supplier from all such
responsibilities and liability, claims, demands or actions in respect thereof.
(ii) Notwithstanding any other clause in this agreement the Supplier gives no express warranty in relation to the
supply of the goods and the Applicant acknowledges that it has not relied on any representation or warranty
made by or on behalf of the Supplier in relation to the goods and their supply.
(iii) Where the Trade Practices Act 1974 and similar State and Territory legislation implies covenants and
warranties into the agreement for the supply of the goods for the benefit of the Applicant then to, the extent
that those conditions and warranties may as between the Applicant and Supplier be lawfully excluded all such
conditions and warranties are expressly excluded.
(iv) Where the Supplier becomes liable to the Applicant in any manner for any breach of any condition or warranty
expressed or implied in relation to the supply of goods then the Supplier’s liability will be limited, at the
Supplier’s sole and absolute discretion to either:
(a) the replacement of the goods or the supply of equivalent goods; or
(b) the price paid to the Applicant for the goods; or
(c) the cost of repair to the goods;
(d) the cost of the re-supply of the goods.
15. SERVICE
Service of any notice, document or court proceeding on the Applicant shall be deemed to have occurred if they are
served to the business address specified on the invoice.
16. TRUSTS
Should the Applicant be a Trustee of a Trust then the Applicant shall be liable both in its own capacity and in its capacity
as Trustee of the Trust for performance of all obligations to the Supplier.
17. CREDIT REPORTS
The Supplier may at its discretion use any credit report concerning or relating to the Applicant to facilitate collection of
any overdue payment and the Applicant agrees and consents to the Supplier receiving from any credit reporting agency
of its choosing any credit report containing personal information about the Applicant in relation to the collection of any
outstanding amount due to the Supplier or any other Supplier to the Applicant.
18. PRIVACY ACT AUTHORITY
The Applicant agrees and consents to the Supplier seeking from and giving to any credit provider any details concerning
or relating to the Applicant’s credit worthiness. The Applicant agrees to sign the attached Privacy Act Acknowledgment
pertaining to same.
