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Terms and Conditions

1.          PRICES:

All prices exclude GST & Freight.  Prices and availability of goods are subject to change without notice to you.

2.          MINIMUM ORDER:

Each order must total a minimum value of $300 excluding GST and Freight.

3.          ORDERS FROM NEW CUSTOMERS:

The initial order is supplied by us on a pro-forma basis.  Upon receipt of your order we pack and prepare the goods for dispatch.  We then contact you with a total for the goods, GST and freight and dispatch the order to you as soon as we receive payment.  Various methods are available for making payment including MasterCard, Visa, Cheque or EFT.

4.          CANCELLATION:

Picking and packing orders costs money and restricts that stock from sale to other customers.  Pro-forma orders are irrevocable and non-cancellable and must be paid for in full within 7 days of the invoice date.  Where payment for a pro-forma invoice is not received within 7 days of the date of invoice, the order may be cancelled by us in our sole discretion.

5.          ORDERS FROM ACCOUNT CUSTOMERS:

Account customers are customers who have successfully completed an initial pro-forma order and we have approved the completed and returned Credit Application form.  Orders are supplied to account customers with priority provided that these terms and conditions are being met.  Our terms of trade with our account customers are invoices and are payable 30 days from the end of month of invoice date.

6.          CLAIMS FOR DAMAGED OR MISSING GOODS:

All claims for damaged or missing goods must be given to us in writing within 7 days of receipt of goods.

7.          OWNERSHIP OF GOODS:

Title and ownership in the goods will not pass to you but will remain with us until payment of:

(a)        the purchase price of the goods;

(b)        all other amounts owing by you to us; and

(c)        the moneys owing referred to in (a) and (b) above have been collected and cleared by us.

8.          PERSONAL PROPERTY SECURITIES ACT 2009 (CTH) (PPSA):

(a)        You acknowledge that until title in and to the goods passes to you in accordance with clause 7:

(i)         you hold the goods as our bailee;

(ii)        you must store the goods separately and in such a manner that they are clearly identified as our property; and

(iii)       we will be entitled at any time until title in and to the goods passes to you to demand the return of the goods and, except where you are an individual, shall be entitled without notice to you and without liability to you to enter (or have our representatives enter) any premises occupied by you in order to search for and remove the goods.

(b)        You acknowledge that if you sell, lease or otherwise deal with the goods before title in and to the goods has passed to you in accordance with this clause, you shall hold the proceeds of sale, lease or such dealing on trust for us in a separate account.

(c)        If title in and to the goods has not passed to you in accordance with this clause, your implied right to sell, use or consume the goods shall immediately terminate upon the happening of any of the following events in respect of you:

(i)         you make default in any payment or are unable or state that you are unable to pay all of your debts as they fall due; or

(ii)        where a corporation, if under administration, provisional liquidation or liquidation as if a controller has been appointed; or

(iii)       if an individual, being an insolvent under administration as defined in the Corporations Act 2001 (Cth).

(d)        You acknowledge that we have a security interest (for the purposes of the PPSA) in the goods and any proceeds described in sub-clause (c) until title passes to you in accordance with this clause.

(e)        You acknowledge that each security interest over goods (or their proceeds) arising under this clause is a "purchase money security interest" under the PPSA to the extent that it secures payment of the amounts owing in relation to those particular goods.  The security interests arising under this clause attach to the goods when you obtain possession of the goods.

(f)         You agree, at your cost in all things, to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which we ask and consider required for the purposes of:

(i)         ensuring that the security interest is enforceable, perfected and otherwise effective, including if applicable, as a purchase money security interest;

(ii)        enabling us to apply for any registration, complete any financing statement or give any notification, in connection with the security interest so that we have the priority we require; or

(iii)       enabling us to exercise our rights in connection with the security interest.

(g)        You agree to pay or reimburse our reasonable costs in connection with anything required to be done under this clause.

(h)        We need not give any notice under the PPSA (including notice of a verification statement in respect of a registration event) unless the notice is required by the PPSA and the requirement to give it cannot be excluded.

(i)         The parties agree that they are not required to disclose any information of the kind referred to in section 275(1) of the PPSA.

(j)         To the maximum extent permitted by law, you agree that section 143 of the PPSA is excluded and that we need not comply with the following provisions of the PPSA:

(i)         sections 95 and 130 to the extent that it requires us as secured party to give a notice to you as grantor; and

(ii)        sections 96, 120, 121(4), 125, 126, 128, 129, 130, 134(1) and 135 and subsections 132(3)(d) and 132(4).

(k)        Terms used in the clause but not defined have the same meaning as in the PPSA.

 9.          PRODUCTS:

We do not warrant that the goods hereby sold are suitable for the purpose for which they are being purchased.

10.        WARRANTIES:

You represent and warrant in our favour that as at the date of the Credit Application and on each day that these terms are extended to you:

(a)        you are duly incorporated, validly exist and have the capacity to sue or be sued in your own name and to own your property and conduct your business as it is being conducted;

(b)        you have full legal capacity and power to enter into these terms and to perform your obligations under these terms;

(c)        these terms are enforceable by us in accordance with their terms and are not void or voidable;

(d)        the unconditional execution and delivery of and compliance with your obligations under these terms does not contravene:

(i)     any law or directive from a government body;

(ii)    your constitution;

(iii)   any agreement or instrument to which you are a party; or

(iv)   any obligation of you to any other person;

(e)        you are not, and none of your related entities are, affected by any Insolvency Event (as defined below);

(f)         all of the information provided in the Credit Application is true and correct and not in any way misleading or deceptive (including by omission);

(g)        you have not withheld any information or document from us which may substantially affect our decision to grant these terms to you; and

(h)        none of your directors have ever been declared bankrupt or been a director or manager of a company that has been wound up or had a receiver, administrator or other similar person appointed.

 11.        INDEMNITY:

You indemnify us from and against, and must pay us on demand for:

(a)        all actions, costs, claims, demands, losses, expenses and liabilities howsoever arising (including those brought by third parties) sustained or incurred by us or our related entities or their respective officers, employees, consultants and agents as a result of:

(i)     any breach of these terms, negligence, wilful misconduct or fraud by you or your related entities or their respective officers, employees, consultants and agents; or

(ii)    you naming us as a trade referee to another party;

(b)        all commission, legal, credit reporting agency, mercantile agent and/or collection agents costs or expenses we incur in collecting moneys owed by you under these terms;

(c)        any fees or charges which you are required to pay but have not paid in connection with these terms;

(d)        any fees or charges which we incur on behalf of you in connection with these terms; and

(e)        any duties imposed by government or statutory bodies, including duty payable on or in connection with these terms.

 12.        PAYMENT: 

All payments due and payable under these terms or an invoice must be paid in full, without deduction, set-off, counterclaim or conditions in accordance with these terms. Where any payment is not made by the due date, we may charge interest on any overdue portion from the date the payment was due until the date payment is made (both dates inclusive) at a rate equal to 2% above the indicator lending rate for the time published by Commonwealth Bank of Australia Limited. A 3% discount is allowed if payment is made within 7 days of date of invoice. (Account customers only). Credit card payments attract a processing fee of 1.00% of the value of the payment.

 13.        APPLICATION OF PAYMENT:

Any payment made by you to us may be applied by us in any manner we see fit.

14.        EVENT OF DEFAULT:

Each of the following is an "Event of Default" (whether or not caused by anything outside your control):

(a)        you or your related entity do not pay any money due for payment by it under these terms or an invoice in accordance with that document;

(b)        you or your related entity do not comply with any other obligation under these terms (including any purported assignment of these terms);

(c)        any information provided by you in the Credit Application is false, incorrect or misleading (including by omission);

(d)        a warranty, representation or statement made or deemed to be made by you or your related entity in these terms is untrue or misleading (including by omission);

(e)        an Insolvency Event affects you; or

(f)         any event entitling us to terminate these terms occurs.

 For the purposes of these terms, "Insolvency Event" means the occurrence of any one or more of the following events to a person:

 (a)        that person is or states that the person is unable to pay all its debts as and when they fall due and payable;

(b)        the payment of debts owed by you is (or is threatened to be) suspended;

(c)        a meeting has been convened, resolution proposed, petition presented or order made for the winding up of that person;

(d)        a receiver, receiver and manager, provisional liquidator, liquidator, or other officer of the court, or other person of similar function has been appointed regarding all or any material asset of that person;

(e)        a security holder, mortgagee or chargee has taken attempted or indicated an intention to exercise its rights under any security of which that person is the security provider, mortgagor or chargor; or

(f)         an event has taken place with respect to that person which would make, or deem it to be, insolvent under any law applicable to it;

15.        CONSEQUENCE OF DEFAULT:

If an Event of Default occurs, then we may, by notice to you, in our absolute discretion at any time without giving reason, do any one or more of the following:

(a)        by notice to you amend, suspend and/or cancel these terms;

(b)        by notice to you make all amounts owing under these terms or an invoice immediately due for payment;

(c)        refuse to provide further credit to you or your related entities; and

(d)        exercise all of our rights under these terms;

 16.        TERMINATION:

We may, by notice to you, cancel or suspend these terms, or to cease to supply you, at any time without giving any reason whatsoever.

 17.        STATEMENT:

A statement signed by one or more of our managers is prima facie evidence of any one or more of the following:

(a)        the amount due and owing by you to us;

(b)        whether an Event of Default has occurred;

(c)        that a notice under these terms has been served on you; and

(d)        the facts, matters or things detailed in that statement.

 18.        SPECIALS/CLEARANCE ITEMS:

Specials and clearance items are sold in pack size quantities only.  These items are sold as is and no returns are accepted on these items.

 19.        MISCELLANEOUS:

Any provision of these terms prohibited by or rendered unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from these terms and rendered ineffective so far as is possible without modifying the remaining provisions of these terms. We waive a right under these terms only if we do so in writing. These terms are governed by and must be interpreted in accordance with the laws of New South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales. We may amend or vary these terms by notifying you in writing of the amendment or variation. Each time you place an order with us and on each day that these terms are extended to you, you acknowledge either receiving, or having the opportunity to review, a copy of these terms. We may assign or otherwise deal with our interest in the Credit Application, these terms (including any moneys due and owing under the an invoice or these terms) to any party without notice to you. The Credit Application and these terms are personal to, and cannot be assigned by, you. Any change in control of you without our prior written consent is deemed to be an assignment of these terms, including a change in:

(a)        control of the composition of your board of directors;

(b)        control of more than half the voting rights attaching to securities issued by you; and

(c)        control of more than half the issued share capital of you.

 20.        CREDIT CONTRACT:

(a)        You acknowledge that:

(i)         under these terms, we provide credit to you in relation to all moneys payable from time to time for goods sold; and

(ii)        we may at any time and without reason or notice cease the provision of credit under these terms.

(b)        If you fail to pay, on the due date, any amount owing to us under these terms or otherwise, you acknowledge that all amounts owing by you to us under these terms or otherwise will become due and payable, together will with all fees and interest accrued thereon.

 21.        ACKNOWLEDGEMENT:

Notwithstanding that your name as disclosed in your Credit Application is not set out in full in a tax invoice provided by us to you from time to time, you acknowledge and agree that you are liable to pay the purchase price for the goods as set out in the tax invoice.

Effective as at January 2014