TERMS AND CONDITIONS OF TRADE

1. CONTRACT

The supply of all goods and services by the Supplier to the Customer shall be subject to these terms which shall prevail over any other terms and conditions. The Supplier may vary these Terms in respect of subsequent trade by notice in writing mailed to the Customers usual place of business and thereafter such varied Terms and Conditions of Trade shall apply.

2. CLAIMS

The Supplier shall not be obliged to meet any claim in respect of goods or services supplied to the Customer other than a valid claim in writing received within 7 days of delivery. No claim shall be admitted by the Supplier for any material that has been cut, fabric breakdown due to not following care instructions or pilling caused by inappropriate use ie:sliding down swimming pool concrete, or rough surfaces by the Customer or by any agent of the Customer. The Supplier’s liability in respect of any trade with the Customer shall be limited to the value of the goods in question or, at the Supplier’s option, repayment of the price if paid but shall under no circumstances whether claims are made or not include loss of profit, economic loss or consequential damages.

3. RISK

The risk of loss of damage to any goods which are the property of the Customer and which may be in the possession of the Supplier from time to time (“the Customer’s goods) shall remain with the Customer. Upon the request of the Customer and at the expense of the customer (who will indemnify the Supplier against the cost thereof) the Supplier may affect on the Customer’s behalf appropriate policies of insurance in respect of the Customer’s goods.

4. CREDIT

The Supplier may at its sole and absolute discretion extend credit to the Customer in respect of any goods to be sold or services to be supplied. Such credit may be with-drawn at any time by the Supplier and no reason need be given to the Customer which shall thereupon immediately pay all of the monies owing by the Customer to the Supplier notwithstanding anything herein contained.

5. PAYMENT

Payment for the goods and services supplied by the Supplier to the Customer shall be made within the payment terms. If payment in full is not received within these terms, the Supplier may charge the Customer interest on the balance of monies owing from time to time calculated from the date of delivery at the rate of 4% above the rate prescribed from time to time under the Penalty Interest Rates Act 1983.

6. RETENTION OF TITLE

In the event that any goods are intended to be sold by the Supplier to the Customer, until the Customer has paid to the Supplier the price of any goods or services supplied by the Supplier plus any other amounts owing on any account whatsoever by the Customer to the Supplier (the “monies Owed”)”:

1. The ownership of any goods intended to be sold by the Supplier to the Customer (the “Goods”), shall remain with the Supplier, but the risk shall pass to the Customer upon delivery who shall insure the Goods from the time of delivery with the interest of the Supplier as owner noted on the policy;
2. The Customer shall hold the Goods as the Supplier’s fiduciary agent and bailee;
3. The Customer shall store the Goods separately so as to be readily identifiable as the goods and property of the Supplier;
4. The Customer shall have the authority to resell the Goods to third parties in the ordinary course of its business upon reasonable commercial terms and the Supplier constitutes the Customer as its fiduciary agent for this purpose;
5. The Customer shall hold the proceeds of the sale of the Goods on trust for the Supplier, keep separate records in relation to such proceeds and bank the proceeds into a separate account and immediately remit such funds to the credit of the Supplier;
6. The Supplier is entitled to retake possession of any of the Goods not sold by the Customer pursuant to sub-clause 6.4 upon the occurrence of any of the defaults listed in Clause 8 without prejudice to any other rights of the Supplier. The Supplier may sell or retail the Goods in the event that it retakes possession and the Customer shall indemnify the Supplier from and against, and shall pay on demand to the Supplier, all loss and damage, costs or expenses which the Supplier may suffer or incur in retaking possession of the Goods and in arranging for their sale to a third person including, any loss on the sale of such Goods, all selling expenses and all other loss or damage, costs or expenses incurred by the Supplier in respect of such repossession and resale of the Goods;
7. Any failure by the Customer to comply with any of these Terms shall not vitiate the Suppliers retention of ownership;
8. The Customer irrevocable licenses and authorises the Supplier or any agent or representative thereof, at any time to enter onto any premises of the Customer (or any premises of its agent or any associated company where the Goods are located) in order to inspect or retake possession of the Goods and hereby releases and forever discharges the Supplier and its agents or representatives from all liability for trespass or any resulting damage.
7. LIEN
1. Until the Customer has paid to the Supplier the monies owed the Supplier shall have a lien over the Customer’s goods and by virtue of such lien the Supplier shall be entitled to retain possession of the Customer’s goods until it has received payment in full of the monies owed.
2. Upon the occurrence of any of the events listed in Clause 8, without prejudice to any other rights of the Supplier, the Supplier is authorised by the Customer and shall be entitled to sell the Customer’s goods the subject of the lien granted in Clause 7.1 to a third party and whereupon the Supplier shall have a lien over the proceeds of any such sale and shall be entitled to apply the proceeds of any such sale in payment of any amounts owing by the Customer to the Supplier on any account whatsoever. The Supplier shall pay an excess of such proceeds of sale to the Customer. The Customer releases and discharges the Supplier from any loss or damage which it may suffer as a result of the supplier exercising its rights herein.
8. DEFAULT

In the event that:

1. The Customer is in breach of any of these Terms;
2. The Customer:
1. Being a corporation goes into liquidation or if a mortgagee, agent, receiver or administrator is appointed in respect of the whole of any part of its assets; or
2. Being an individual does commit an act of bankruptcy, becomes bankrupt or takes advantage of any law relating to bankruptcy;
3. The Customer, in the sole opinion of the Supplier becomes unable to meet its financial commitments as and when they fall due;
4. The Customer shall forthwith pay to the Supplier all debts outstanding by the Customer to the Supplier which shall forthwith become due and payable notwithstanding that the time for payment thereof would not otherwise have arrived, and the Supplier shall be entitled to cancel or suspend further delivery of goods or supply of services to the customer.
9. COSTS

The Customer shall be liable to the Supplier for all costs and expenses incurred in respect of any claim or action taken against the customer for recovery of any monies which may become outstanding, including but not limited to solicitor and own client costs and any fees charged by a mercantile agent, and such costs and fees shall be recoverable together with any debt and interest as a liquidated debt for the purposes of any action issued in the Small Debts Court.

10. CHARGE

The Customer hereby charges all real and personal property of which it is either the legal or beneficial owner, and whether such property exists now or in the future, and the customer hereby appoints the Supplier as its attorney for the purposes of lodging a caveat over the title to any real estate owned by the Customer when the Customer is in default of any of the terms and conditions of trade, and the Customer further agrees that the Supplier shall be entitled to enforce such charge by taking possession of the Customer’s property, either real or personal, and selling such property to recover any monies which may become outstanding.

11. JURISDICTION

The Customer and the Supplier hereby irrevocably submit themselves to the jurisdiction of the courts of Victoria in the State of Victoria, Australia in respect of any action which may be issued for the recovery of monies from the Customer by the Supplier or in respect of any dispute arising under these terms and conditions of trade.

12. INTERPRETATION

In the interpretation and application of these Terms, unless inconsistent or repugnant to the context, the following shall apply;-

1. Words referring to persons shall include companies, corporations and bodies corporate and vice versa.
2. Words importing the singular shall include the plural and vice versa.
3. Words importing one gender shall mean and include all other genders and vice versa.
4. This Deed shall include and shall be binding upon the parties together with their successors, legal personal representatives and their permitted transferees and assigns.
5. Any reference to a covenant, obligation, promise, representation, warranty or liability of any nature whatsoever for more than one person shall be binding upon all such relevant persons on a joint and several basis.
6. “Supplier” means, jointly and severally, (A.C.N. ……….) Trading as ……………and includes any Business or Division operated by them whether registered or not.
7. In the event that any part of these Terms shall be deemed void or illegal the offending part or parts shall be deemed deleted without affecting the continuing applicability of the remainder of these Terms.
8. “Customer” means jointly and severally, in each individual case, the Customer contracting with the Supplier for the purchase of the Supplier’s goods and/or services.
9. All expressed or implied terms, conditions, warranties, statements, assurances and representations in relation to goods and services supplied by the Supplier are expressly excluded save and except conditions and warranties implied by law which cannot be excluded by agreement between the parties.
13. GOODS & SERVICES TAX

All unit prices listed do not include GST.