“Company” means Global Green Pty Ltd ABN 72 610 929 256, and includes its servants and agents.
“Customer” means the person or persons or Company to whom these Terms and Conditions (Terms) are provided.
“Goods” means the goods purchased from time to time by the Customer.
2. Application of Terms
Unless otherwise agreed in writing, these terms will apply to the provision of all Goods and Services by the Company. Any terms and conditions contained in the Customer’s purchase order or otherwise notified to the Company will apply only if they are specifically accepted in writing by the Company.
(a) All orders for the supply of Goods (“Order”) must be placed by the Customer with the Company and each Order must be in writing and must specify the quantity and description of the Goods the Customer wishes to purchase and a preferred date of delivery of the Goods.
(b) All Orders are subject to the Company’s final acceptance.
Orders will be deemed accepted when the Company receives them, unless the Company advises the Customer otherwise in writing.
(c) No Order may be cancelled or altered by the Customer in any way without prior written consent from the Company which may be withheld or conditional and the Customer agrees to indemnify the Company against all loss and expense associated with any permitted variation of an Order.
Unless agreed by the Company in writing the price payable (Price) is the Company’s current price at the date of delivery. Any freight rates, import duties, exchange rate variation, sales tax or any other tax, levy or charge included in the Price are based on ruling and market rates at the date of quotation or ordering and any and all variations thereto prior to delivery shall be borne by the Customer and the Company may vary its Price accordingly.
(a) Unless the Company otherwise agrees in writing, the Price is exclusive of freight, delivery, insurance, handling, storage and packaging and any other expenses relating to the Goods, which will be charged to and paid by the Customer.
(b) The Customer’s delivery options, and the prices for them, will be notified to the Customer at the time of Order.
(c) The Company will deliver the Goods to or make them available for collection at the location agreed between the parties in writing and if there is no agreement, at the location determined by the Company.
(d) The Company may arrange for delivery to the Customer’s nominated site at the Customer’s sole risk and expense. In the absence of specific written instruction from the Customer, the Company will select the carrier and contract with the carrier on behalf of the Customer as the Company in its absolute discretion considers reasonable.
(e) The Company will use reasonable endeavours to meet its delivery schedule however delivery dates are estimates only and the Company shall not be liable for late delivery or non-delivery and under no circumstances will the Company be liable for loss, damage or delay occasioned to the Customer or its Customers arising from late or non-delivery. Delayed or non-delivery of Goods does not constitute grounds for cancellation of the Order or these Terms by the Customer.
(f) The Company reserves the right to make deliveries by installments and the Order shall be applicable as to any such installment. Delay in delivery or other fault or defect in any installment shall not relieve the Customer of its obligation to accept and pay for deliveries remaining under the Order.
6. Privacy Act Consents
(a) The Customer irrevocably authorises the Company, its servants and agents to make such enquiries as they deem necessary to investigate the credit worthiness of the Customer from time to time, including making enquiries with persons nominated as trade references, the bankers of the Customer, any credit provider or Credit reporting Agency and including personal credit and consumer credit information (hereinafter called “the information sources”).
(b) The Customer hereby authorises the information sources to disclose to the Company such information concerning the Customer which is within their possession.
(c) The Customer agrees that the information provided on this Credit Application concerning the Customer and any relevant trading information arising from any dealings between the Customer and the Company may be disclosed to a Credit Reporting Agency or any other interested person in accordance with the provisions of the Privacy Act 1988.
7. Payment Terms and Default
(a) Payment terms are strictly 30 days from date of invoice unless otherwise expressly agreed to in writing and payment is to be made at the address specified on the Company’s invoice/statement.
(b) The Company reserves the right to revoke credit at any time without notification, without liability for any losses or consequences sustained as a result.
(c) Credit Facilities shall remain in the name as stated by the Customer in the Order until the Company is notified in writing and consent is given in writing by the Company.
(d) The Customer shall notify the Company as soon as practicable should there be any change in the legal entity, structure or management or control of the Customer’s business.
(e) If the Customer disputes the invoice, it must nonetheless pay the entire amount to the Company and is not entitled to withhold payment when it becomes due.
(f) Default payment shall entitle the Company to suspend deliveries or cancel any undelivered Order for the collection of outstanding amounts without prejudice to any subsequent claim the Company may enter for non-fulfilment of the Terms.
(g) All overdue accounts will accrue interest at the rate of 24% per annum calculated daily from the due and all account recovery fees including administrative costs of the Company, legal costs and interest will become due and payable by the Customer.
8. Property and Risks
(a) Property in the Goods shall pass to the Customer at the time the Goods are paid for by the Customer in full unless otherwise expressly agreed in writing by the Company.
(b) Until the Company has received payment in full for the Goods, the Customer shall hold the Goods and any goods into which the Goods are converted by any process as bailee for the Company. The Customer may deal with the Goods in the ordinary course of its business and if the Customer is called upon to do so, assign to the Company its entitlement to the sale price obtained thereof.
(c) All risk in respect of the Goods delivered will be borne by the Customer from the time the Goods cease to be in the actual possession of the Company or its agent.
(d) Goods purchased from the Company shall be identified or held in a manner which enables them to be readily distinguished from items purchased from another supplier.
(e) The Company reserves the right to enter the Customers premises (or the premises of any associated Company or agent of the Customer where the Goods are held) without liability for trespass or any resulting damage and retake possession of the Goods.
9. Warranties and Disclaimers
(a) The Company shall extend to the Customer any warranty received from the original manufacturer of the Goods so far as the Company is permitted to do so.
(b) The Company’s sole obligation hereunder shall be limited to, at the Company’s discretion and option:
- (i) refunding the price of the Goods;
- (ii) replacing the Goods; or
- (iii) repairing the Goods.
(c) Subject to clause 9(b) and to the extent permitted by law, the express warranties contained in these Terms are given in lieu of all other conditions, warranties or representations whether statutory or otherwise, express or implied, oral or written, including any implied warranties of merchantability and fitness for a particular purpose, and any warranties as to non-infringement of intellectual property rights all of which are excluded from these Terms.
(d) The Customer acknowledges that it is not the Company’s practice to recommend that Goods are suitable for a particular purpose or use and the Customer acknowledges that it does not rely, and that it is not reasonable for it to rely on the particular judgement of the Company and that in choosing the Goods the Customer relies entirely on its own knowledge.
(e) Goods warranty repair is provided at the Company’s facility or at a facility nominated by the Company. The Customer will pay the return transport costs for sending the Goods for repair. Where warranty repairs are required to be undertaken on site, the Customer will pay all costs incurred by the Company other than the cost of actually undertaking the repairs. In the event that the defects are due to causes outside our warranty obligation, the Customer will pay for the cost of repair or replacement at the Company’s then current charges.
(f) Notwithstanding anything to the contrary in these Terms, the liability of the Company howsoever arising shall in no circumstances exceed at the Company’s option (i) the cost of replacing the Goods; (ii) the cost of obtaining equivalent Goods; or (iii) the cost of having the Goods repaired. In no event, whether for breach of warranty, breach of contract, negligence or otherwise shall the Company be liable for indirect, special, incidental or consequential damages including without limitation loss of profit or revenues and downtime costs sustained by the Customer or its customers to the full extent such may be disclaimed by law.
Goods cannot be rejected by the Customer unless damaged, defective or incorrectly supplied. Goods specifically produced or procured to the Customer’s Order cannot be rejected as being unsuitable because they are no longer required by the Customer.
Each clause in these Terms is severable one from the other and if any clause if found to be defective or unenforceable for any reason by any competent court, the remaining clauses shall be of full force and effect.
12. Personal Property Securities Act (PPSA)
(a) Notwithstanding anything to the contrary contained in these terms, the PPSA applies to these terms.
(b) For the purposes of the PPSA:
- (i) terms used in this clause 27 that are defined in the PPSA have the same meaning as in the PPSA; (ii) these terms are a security agreement and the Company has a Purchase Money Security Interest in all present and future Goods supplied by the Company to you as the Customer and the proceeds of the Goods;
- (iii) the Customer must do whatever is necessary in order to give a valid security interest over the Goods and their proceeds which is able to be registered by the Company on the Personal Property Securities Register.
(c) The security interest arising under this clause 27 attaches to the Goods when the Goods are collected or dispatched from the Company’s premises and not at any later time.
(d) Where permitted by the PPSA, the Customer waives any rights to receive the notifications, verifications, disclosures or other documentation specified under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135 and 157 of the PPSA.
(e) The Company and the Customer agree to contract out of and nothing in the provisions of sections 96, 125, 129, 142 and 143 of the PPSA will apply to these terms.
(f) To the extent permitted by the PPSA, the Customer agrees that:
- (i) the provisions of Chapter 4 of the PPSA which are for the benefit of the Customer or which place obligations on the Company will apply only to the extent that they are mandatory or the Company agrees to their application in writing; and
- (ii) where the Company has rights in addition to those in Chapter 4 of the PPSA, those rights will continue to apply.
(g) The Customer must immediately upon the Company’s request:
- (i) do all things and execute all documents necessary to give effect to the security interest created under this agreement for the provision of Goods by the Company to the Customer; and
- (ii) procure from any person considered by the Company to be relevant to its security position such agreements and waivers (Including as equivalent to those above) as the Company may at any time require.
(h) The Company may allocate amounts received from the Customer in any manner the Company determines, including in any manner required to preserve any Purchase Money Security interest it has in Goods supplied by the Company.
- (i) For the purposes of section 275(6) of the PPSA, the parties agree and undertake that these terms and any information pertaining to the sale of Goods and details of the Goods shall be kept confidential at all times. Neither party may disclose any information pertaining to these terms or the sale of Goods, except as otherwise required by law or that is already in the public domain.