Term & Conditions of trading.
Sundew Solutions Pty Ltd
(ACN 135 400 261 and ABN 37 135 400 261) (“seller”) will contract on these terms only. Receipt of an order from the buyer will be deemed to be acceptance by the buyer of these terms, notwithstanding anything that may be stated to the contrary in the buyer’s enquiries or on the buyer’s orders.
The prices quoted by the seller are distributor prices.
All prices quoted are to one delivery point only and are subject to supplies being available when required.
- Buyer’s Statutory Rights
These conditions of sale shall not exclude, restrict or modify the rights, entitlements and remedies conferred upon the buyer or the liabilities imposed upon seller, by any Commonwealth, State or Territory Act or Ordinance rendering void or prohibiting such exclusion, restriction or modification.
Subject to condition 2, any advice, recommendation, information, assistance or service provided by seller in relation to goods sold by it or their use or application is given in good faith but is provided without liability or responsibility on the part of seller and without intention that buyer should rely thereon.
- Risk and Title
- The risk in the goods supplied by seller to the buyer shall pass to the buyer upon delivery of the goods but the ownership in them shall not pass to the buyer until the buyer has paid for the same and discharged all other outstanding indebtedness to seller whatsoever.
- Until payment in full of the purchase price for the goods and all other outstanding indebtedness to seller has been paid:-
- the buyer shall separately store the goods in such a way that it is clear that they are the property of seller;
- in the event of a default set out in clause 5 hereof, the buyer hereby irrevocably gives seller, its agent and servants leave and licence without the necessity of giving any notice to enter on and into any premises occupied by the buyer to search for and remove any of the goods supplied to or in which seller has ownership as aforesaid without in any way being liable to the buyer or any person or company claiming through the buyer, and if the goods or any of them are wholly or partially attached to or incorporated in any goods seller may, when practical, disconnect or sever them in any way whatsoever as may be necessary to remove the goods;
iii. all costs and expenses of or incurred by seller as a result of any such action together with transportation and storage charges shall be payable by the buyer upon demand.
- Until payment in full of the purchase price and all other outstanding indebtedness has been made, the Buyer acknowledges and agrees as follows:
- that any goods supplied and not resold by the Buyer are held by the Buyer as bailee;
- The Buyer may resell the goods but only at the best obtainable price in the ordinary course of business as principal vis a vis sub-buyers and without the right of Buyer to bind Seller to any liability to any third party whether contractual or otherwise.
iii. If the goods have been resold by the Buyer prior to payment in full of the Buyer’s outstanding indebtedness the Buyer holds so much of the proceeds of sale as does not exceed the outstanding indebtedness on trust for the Seller immediately when they are receivable or received.
- in the event that the Buyer uses the goods in some manufacturing or construction process of its own or some third party, then the Buyer shall hold in trust for the Seller such part of the proceeds of such process as equals in dollar terms the amount owing by the Buyer to the Seller when such proceeds are receivable or received and the Buyer must maintain records which will enable the Seller to identify that part of the proceeds which it holds in trust for the seller.
- when the proceeds held in trust for the Seller under clause 4(c) (iii) or clause 4(c)(iv) are received they must either by paid immediately to the Seller or held in a separate bank account as trustee for the Seller and they must not be used by the Buyer in any other way whatsoever.
- the authority conferred on the Buyer by clause 4(c) (ii) may be revoked by written notice from Seller at any time if Seller deems the credit of the Buyer to be unsatisfactory or if the Buyer is in default in the performance of its obligations under the contract or any other agreement between Seller and the Buyer and shall be deemed automatically revoked on the happening of any event described in clause 5.
If the buyer defaults in the due payment of any moneys to seller, whether under the contract or otherwise, or if the buyer defaults in the performance of its obligations under the contract or any other contract between seller and the buyer or if the buyer shall:-
- commit any act of bankruptcy; or
- enter into any composition or arrangement with its creditors; or
- (in the case of a company) do any act which would render it liable to be wound up or if a resolution is passed or proceedings are commenced for the winding up of the buyer of it a receiver shall be appointed over all or any of its assets;
Seller, without prejudice to any other right it has at law or in equity may, at its option suspend or terminate the contract, and payment for the goods delivered and work performed up to the date of such suspension or termination and any other moneys payable hereunder shall immediately become due and payable.
Subject to condition 2:-
- Seller warrants that the goods supplied shall be of merchantable quality.
- Seller’s liability for defective goods and loss caused by defective goods is limited to, at seller’s option, either:-
- Replacing at the premises of seller, any goods which the buyer is entitled to reject; or
- Refunding the sale price of those goods.
- No claim will be allowed unless:-
- the claim is notified to seller within 30 days of delivery to the buyer quoting invoice number;
- seller is given reasonable opportunity to investigate the claim; and
iii. In respect of goods not manufactured by it, seller shall in no event be liable to pay to the buyer any amount in excess of such amount (if any) as it shall have received from its supplier in respect thereof.
- Goods will not be accepted for return unless arrangements have previously been made with Seller.
- Seller’s liability for shortages in quantity and loss consequential to shortages in quantity is limited to making up shortages. No claim for shortages in quantity will be allowed unless:-
- the claim is notified to seller within 7 days of receipt of the goods by the buyer; and
- Seller is given reasonable opportunity to investigate the claim.
- Subject to paragraph (a) all conditions and warranties as to the quality of the goods or fitness of the goods for any particular purpose, whether expressed or implied, whether statutory or otherwise and whether oral or in writing are hereby expressly excluded and negatived. In no circumstances does seller accept any liability whatsoever for any consequential loss or damage which may in any way arise out of goods supplied or any defect in the same.
The seller at its sole and unfettered discretion may at any time and from time to time set-off any amount owing by the seller to the buyer in respect of goods and/or services supplied by the buyer to the seller whether or not that amount has become due and payable or whether that amount shall be due actually or contingently (in this condition referred to as “the amount owing by the seller”) against any amount owing by the buyer to the seller in respect of goods and or services supplied by the seller to the buyer whether or not that amount has become due and payable or whether that amount shall be due actually or contingently (in this condition referred to as “the amount owing by the buyer”) with the effect that:
- If the amount owing by the seller exceeds the amount owing by the buyer then the seller may set-off the amount owing by the seller against the amount owing by the buyer and pay to the buyer an amount equal to the difference between those two amounts in full and final satisfaction of the amount owing by the seller.
- If the amount owing by the seller is less than the amount owing by the buyer then the seller may set-off the amount owing by the seller against the amount owing by the buyer and the amount owing by the seller shall be deemed to have been satisfied in full without any payment from the seller to the buyer and the net amount owing by the buyer to the seller shall forthwith become due and payable.
- Credits may be given for returned goods but only at seller’s discretion and must be:-
- Returned within 40 days after receipt.
- Returned freight free.
iii. In good saleable condition in manufacturer’s/ supplier’s original containers, unsoiled and undamaged.
- Accompanied by number and date of supplying invoice.
- Goods, which are procured items, shall not be accepted for credits.
- Seller shall be entitled to charge an administrative/restocking fee in respect of all returned goods equal to 30% of the purchase price of goods returned.
- Delivery of the goods shall be made at the place indicated in the contract or, if no place is indicated in the contract (and in the case of sales ex-works); delivery shall be made at seller’s premises. If the buyer fails or refuses or indicates to seller that he will fail or refuse to take or accept delivery then the goods shall be deemed to have been delivered when seller was willing to deliver them.
- Seller shall not be responsible or liable in any way to the buyer for delays or defaults in delivery of the order or any part thereof nor for any direct or consequential loss or damage arising there from.
- The buyer is to pay the prices and charges in accordance with the terms specified herein which are subject to any variations in the rate of exchange affecting each order, and to any costs and expenses additional to the ordinary costs of effecting delivery caused by war, government action, variation in custom duties, act of God, substitution of goods, shortages of supplies, increased shipping charges, premium on overseas funds or any other circumstances beyond the control of seller. The buyer shall also pay all goods and services taxes payable by seller as a result of supply of the goods.
- Payment for goods shall be made by buyer within 30 days from the date of statement or otherwise agreed on by Seller. Seller reserves the rights to refuse supply until outstanding accounts of the buyer are paid.
- If the buyer fails to make any payment due to seller by the due date Sundew may be entitled to charge interest on any overdue monies at the rate which is 2% above the rate charged by Sundew’s major banker for commercial overdraft balances from time to time, calculated from the due date for payment of the outstanding amount until the date of payment by Customer. Any payment made by Customer will be credited first against any interest that has accrued.
Sundew will be entitled to recover from Customer all legal and other costs incurred by Sundew arising from Customer’s default in payment and the collection of any overdue monies. Seller is entitled to refuse to deliver the goods if there are any outstanding moneys owing to seller by the buyer.
- No order may be cancelled by the buyer except with the express consent of the seller.
- Seller reserves the right to price increases with reasonable notice
- Minimum Order
Seller specifies that a minimum order of $2,500.00 ex GST applies for all buyers to receive F.I.S shipping. Full freight costs will be charged on invoice for all orders of less than $2,500.00 ex GST. Orders for broken cartons will not be accepted.
12. Procured Goods
Any raw materials for procured goods on behalf of a client not reordered/used within 12 months of the last order of goods will be invoiced to the client (at cost) and must be paid for within 30 days EOM. Such raw materials not collected within 30 days will be disposed of at clients cost.
Products purchased for resale must be sold in original packs and must not be broken or decanted.
14. Goods and Services Tax
All products and prices are subject to the addition of GST. Sales will be charged on “Tax Invoices” accordingly.
15. Trademark Information
® – Registered trademark of Sundew Solutions Pty Ltd