Proforma orders are firm, irrevocable and non-cancellable by the Applicant and must be paid for in full within 14 days from date of invoice.
Where payment is not received within 14 dys of the date of invoice the order may be cancelled and at the discretion of the Supplier and in such event the Applicant will be liable from the
date of notice of cancellation to a cancellation fee equivalent to 20% of the invoiced cost or $50.00 whichever is the greater.
All other orders must be paid for within 30 days of the date of invoice (“the payment period”) and where payment in full is not received from time to time from the Applicant towards any outstanding account incurred with the Supplier by the Applicant.
All prices quoted shall be exclusive of Goods AND services Tax (“GST”) and GST will be payable on the sale price on payment of the invoice.
PROPERTY IN AND DELIVERY OF GOODS
(a) The Goods supplied to the Applicant shall be at the Applicant’s risk immediately on delivery to the Applicant or into the Applicant’s custody or immediately upon delivery as directed by the Applicant.
(b) Notwithstanding that the risk of loss of damage to the Goods passes to the Applicant in accordance with sub-paragraph (a), property in and ownership of the goods shall not pass to the Applicant until payment in full for the Goods shall have been received by the Supplier.
(c) Until payment in full for the Goods shall have been received by the Supplier, the Applicant shall hold the Goods on a fiduciary basis as a bailee only for the other third party and in such a way as the Goods shall be readily identified as the Goods of the Supplier and the Applicant shall not, subject to sub-clause.
i. Pledge, mortgage, charge or part with the goods or attempt to do so without the prior written consent of the Supplier.
ii. Not withstanding that the property in the Goods has not passed to the Applicant, the Applicant may resell the Goods or any part thereof in the name of supplier’s ability to obtain the sale proceeds thereof.
iii. Any amount paid by the buyer of such goods from time to tie to the Applicant (hereinafter referred to as “the sale proceeds”) shall be held by the Applicant in trust for the Vendor, banked in a separate bank account relating only to the sale proceeds of the Goods of the Supplier under this and/or other contracts between the Supplier and Applicant and shall be forwarded as soon as possible after receipt to the supplier.
iv. If and when the full amount of the price of the Goods has been received by the supplier, any further part of the price received by the Applicant upon any resale by it of the Goods may be retained by the Applicant as its commission for effecting such sale as agent for the Supplier.
(d) An act of default of this contract shall be deemed to occur in the event of any of the following (and any of the acts described in sub-paras (e) (i) to (iv) below are herein collectively referred to as an “Act of Default”.
i. The Applicant failing to make payment in full for the Goods within 30 days from the date hereof,
ii. The Applicant, if required herein, failing to insure the Goods from the date of delivery thereof by the Supplier and to provide evidence of such insurance to the Supplier,
iii. Any distress or execution being levied upon the Applicant’s goods or property,
iv. The Applicant, being a company, becoming unable to pay its debts as they fall due, offering to enter into any scheme of arrangement with it’s creditors, the passing by the Board of Directors of the Applicant of any resolution to wind up the Applicant, the filing of any petition to wind up the Applicant or the appointment of an administrator or receiver/manager in respect of the Applicant’s affairs, the Applicant, in the case of a natural person, being declared bankrupt,
v. Immediately upon the Applicant committing any Act of Default any right to sell the Goods in which the title to property remains vested in the Supplier shall cease forthwith and the Applicant shall upon the happening of any Act of Default immediately place all of the Goods then remaining in it’s possession or under it’s control at the disposal of the supplier is hereby irrevocably authorized by the Applicant to nominate a person to enter the Applicants premises during
normal business hours for the purpose of repossessing such of the Goods still in the possession or under the control of the Applicant and where necessary to use no more than reasonable force to liberate and take possession of the Goods.
Where the Goods are stores in a warehouse conducted by a person other than the Applicant immediately upon committing any Act of Default the Applicant shall be deemed to have irrevocably appointed the Supplier the attorney of the Applicant with the authority in the name of the Applicant to direct the warehouseman to release any of the Suppliers Goods in the possession or under the control of the warehouseman whether or not the Payment period has expired and the Supplier shall be at liberty to resell the Goods after repossession of the
same pursuant to this clause
(e) Until the full amount of the price of the Goods is received by the Supplier the Applicant:
i. Shall maintain and keep full and up to date records of the Goods supplied by the Supplier including those Goods on-sold by the Applicant,
ii. Hereby irrevocably authorizes the Supplier to enter its premises during normal business hours from time to time to inspect the residue of the Goods remaining
unsold by the Applicant, the Applicants records relating to the Goods and also inspect the accounts including banking accounts into which the proceeds of
sale of that part of the Goods already sold are by this clause required to be deposited pending payment to the Supplier
RETURNS AND CREDIT
Any Goods purchased by the Applicant from the Supplier may only be returned to the Supplier where notification of the proposed return of the Goods is received within (7) days of the date of delivery of the Goods to the Applicant and the Supplier has agreed in writing to accept the return of the Goods and the Goods are returned in good condition at the expense of the Applicant.
MISCELLANEOUS PROVISIONS
(a) It is expressly agreed that any action, suit, dispute or proceedings arising from or in connection with the sale of the Goods pursuant to this agreement or any
matter between parties hereto may be instituted, heard and determined in a court of competent jurisdiction in the State of New South Wales or of such other
state in Australia nominating in writing by the Supplier and each party irrevocably submits to the exclusive jurisdiction of such court for the purpose of any
dispute, action, suit or proceedings.
(b) The Applicant hereby irrevocably authorizes
(i) the Supplier from time to time, in order to assess any application for credit, to obtain any information about the Applicant from any credit provider named in this application and also the Australian Gift and Home wares Association Limited,
(ii) to obtain a credit report in respect of the Applicant from any credit agency and
(iii) to provide any information contained on this credit application form and also details of the performance of the Applicant in compliance with the trading terms and conditions herein to other credit providers, credit agencies and to the Australian Gift and Home wares Association Limited. The Applicant further authorizes the latter company to make such information available to other credit providers.
(c) Freight and transport costs from the Suppliers nominated warehouse and in-transit insurance incurred in respect of the Goods are the responsibility of the Applicant and are not included in the invoiced price of the Goods.
(d) The word “Goods” shall be deemed to refer to any Goods obtained by the Applicant from the Supplier from time to time pursuant to this Agreement.
IMPORTANT NOTICE TO THE APPLICANT FOR CREDIT (SECTION 18e (8) (C) Privacy Act 1988
Please read Carefully
The Supplier may give information about you to a credit-reporting agency, but only limited kinds of information allowed by the Privacy Act. This includes:- Identity Details- this only includes your name, sex, date of birth, current known address, two immediately previous addresses, your current or last known employer, your driver’s licence number, the fact that you have applied for credit and the amount, the fact that the Supplier is a credit provider to you, payments overdue for at least 60 days which the Supplier has taken steps to recover, advice that payments are no longer overdue, cheques drawn by you which have been dishonoured more than once, the opinion of the Supplier that you have committed a serious credit infringement and when the credit provided to you has been discharged.