- Every Contract is governed by these Conditions and the terms of the Invoice which constitute the entire agreement between the Purchaser and the Seller in relation to the supply and purchase of Goods.
- The Seller will be entitled to vary these Conditions at any time and from time to time.
- Any variations made to these Conditions will take effect [14/30] days after publication on the Website of:
(i) the varied Conditions; and
(ii) a notification that the Conditions have been varied.
- The Conditions as varied will not apply to any Contracts already in existence.
- If there is inconsistency between the terms of an Invoice and these Conditions, the terms of the Invoice will prevail.
- Prices set out in all Invoices are (unless otherwise expressly stated) payable in Australian currency on or before the Due Date and do not include GST which is to be added if applicable.
- The Seller is entitled to charge the Purchaser:
(i) interest at a rate of one point five percent (1.5%) per annum on any amount outstanding as at the Due Date calculated from the day after the Due Date until the amount in question is paid in full;
(ii) if the Seller is liable for GST in relation to the sale of the Goods or any other “Supply” as that term is defined in the GST Act, the consideration payable by the Purchaser will be increased by an amount calculated by multiplying the price or the amount of the other “Supply” by the rate of GST;
(iii) any cost which the Seller has paid associated with the recovery of any amount owed by the Purchaser to the Seller, including but not limited to fees paid to solicitors and debt collectors;
(iv) an administration charge of $25.00 where any cheque given to the Seller by the Purchaser is not honoured on first presentation which must be paid to the Seller on demand; and
(v) bank fees, merchant fees, commissions or any other bank charges, charged to the Seller as a result of payment being made by the Purchaser by way of credit or debit cards which must be paid to the seller on demand.
- All Orders accepted by the Seller will be executed at the Purchaser’s sole risk.
- The Purchaser is not entitled to countermand any Order except with the written consent of the Seller and on terms which will indemnify the Seller against any loss or damage resulting from the countermand of the Order by the Purchaser.
- Unless otherwise agreed, delivery will be made at the Purchaser’s premises and the Purchaser must pay all the transportation charges for delivery of the Goods (including freight charges) payable within the Payment Terms.
- Time will not be of the essence of each Contract. Any delivery date quoted by the Seller will be approximate only. If no delivery date is quoted then the Seller will deliver the Goods as soon as it can conveniently do so.
- No claim of any nature will lie against the Seller for Goods lost or damaged in transit through whatever cause, including negligence, and any carrier of the Goods will be deemed to be the agent of the Purchaser even where such carrier has been engaged by the Seller.
- All claims in respect of Goods delivered, including a claim for short delivery of Goods for reasons other than those set out in clause 5 c), must be made in writing and delivered to the Seller within 7 days of the delivery of the Goods (whether or not at the Sellers premises), failing such claim the Purchaser will be deemed to have accepted the delivery of the Goods and will be deemed to have waived its right to claim against the Seller.
- Strikes, differences with workmen, accidents to or failure of machinery, failure of usual sources of supply of materials, war, civil commotion, acts of terrorism, commercial exigencies, acts of government or quasi government or legislation, or other contingencies beyond the control of the Seller, will be sufficient excuse for any delay in or suspension of delivery of an Order. The Seller may with the consent of the Purchaser cancel the Order after which the Purchaser will have no further claim on the Goods. If the Order is not so cancelled, the Seller will complete delivery as soon as possible.
- Goods returned without the written consent of the Seller will not be accepted for credit and the Seller will be entitled to:
(i) return the Goods at the Purchaser’s expense to the Purchaser which expenses will be payable on demand by the Seller; or
(ii) hold the Goods as a pledge in respect of the Purchaser’s indebtedness to it, whether liquidated or not, and sell the Goods and apply the proceeds of sale to the amount owing by the Purchaser.
- If the Seller consents to the return of the Goods, the Seller will be entitled to charge a handling and restocking fee equivalent to 10% of the price of the returned Goods quoted on the relevant Invoice. All transportation charges (including freight charges) must be paid by the Purchaser. The handling and restocking fee and transportation charges will be payable by the Purchaser to the Seller within 7 days from the date of the return of the Goods concerned.
- The Purchaser fails to make any payment on the Due Date, or
- Any cheque, promissory note or other bill of exchange given to the Seller by the purchaser is not honoured on first presentation; or
- an application or Order is made for the winding-up or sequestration of the Purchaser or an application or Order is made to place the Purchaser under official management; or
- the Purchaser endeavours to or enters into any arrangement, compromise or composition with any of its creditors; or
- the Purchaser fails to satisfy any judgement against it within 7 days after date of judgement; or
- the Purchaser breaches any of the terms of any Contract, all of which are deemed to be material; or
- any of the assets of the Purchaser or any of the Goods in the possession of the Purchaser which have not been paid in full, are seized under legal process issued against the Purchaser; or
- a receiver, receiver and manager, controller, administrator, official manager, trustee or similar official is appointed over any of the assets or undertakings of the Purchaser;
- the Purchaser ceases to carry on business.
The Seller will have the right and option without prejudice and in addition to all rights under these Conditions or a law or in equity to:-
- continue to enforce its rights and recover from the Purchaser such payments and any other amounts owing as and when they fall due; or
- claim immediate payment of all moneys due by the Purchaser in respect of all Contracts which will immediately become due and payable, notwithstanding the Due Date for payment of any Invoice or any extended terms agreed by the Seller; or
- Cancel all or some of the Contracts with the Purchaser, upon which event the Purchaser will immediately return the Goods to the Seller and the Purchaser will in addition be liable to the Seller for any loss or damage of whatever nature that the Seller may have suffered or may suffer in consequence of the cancellations.