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1. Terms and Acceptance of Orders: |
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We will supply goods and services to you on these terms only unless we
agree otherwise in writing.
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We may however amend these terms from time to time.
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We are under no obligation to accept all or any of your orders.
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Your orders must be on our standard order forms.
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We may cancel any of your orders at any time without incurring any
liability; to you even if we have previously accepted your order.
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We do not supply our goods on an “approval” basis.
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2. Ownership: |
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We will remain the owner of the goods you purchase from us.
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Until all sums you owe us, for any reason, are paid in full, and
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Even if you incorporate the goods with other products
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You authorise us to enter premises where the goods are located (or we
believe them to be located) and take possession of and/or remove them
while we remain the owner.
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If you wish to resell any goods before you become the owner, you may do
so only if the sale is genuine and made in the ordinary course of your
business. You must then promptly account to us for the proceeds of the
sale, and will hold the proceeds in trust for us until you do so.
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3. Payment: |
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You must pay the price and our other charges (Cl. 8), on the 20th of the
month following the month of delivery.
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We may, however, require you to pay sooner, possibly before the goods
are sent to you.
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4. Purchase on Extended Credit: |
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If we agree in writing to give
you extended credit
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We will charge you interest at a rate fixed by us.
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We may change the rate from time to time.
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We will adjust your repayment instalments when we change the rate so
that what you originally owed us is paid in full over the same period.
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Your adjusted repayment instalments and new rate of interest will be
shown on your next monthly statement.
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5. Overdue Payments: |
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You must pay default interest on overdue payments, at our then current
default interest rate calculated from the date payment is due until the
date we receive payment.
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We may review our default rate from time to time and we will advise you
of any change on your monthly statement.
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You must immediately pay all costs (including legal costs) incurred by
us in collecting or attempting to collect your overdue payments.
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Nothing in this Clause affects our other rights against you.
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6. Our Rights: |
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If a default event occurs
then:
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We will be entitled to cancel all or part of your orders which have not
been delivered in full; and all amounts you owe us whether due for
payment or not, will be immediately due and payable; and
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We may reclaim goods in your possession or control and dispose of them
for our own benefit as we think fit.
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For the purposes of this
clause a “default event” occurs if:
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payment by you is overdue; or
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in our opinion you are unlikely to be able to immediately pay all your
debts;
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7. Insurance |
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We will be entitled to any
insurance payments that you become entitled to if:
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Goods are lost, destroyed or damaged while in your possession or under
your control if;
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we own the goods as at the date of the loss, destruction or damage.
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Our entitlement is however
limited to the amount (if any) that you still owe us for goods and/or
services supplied by us.
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8. Delivery: |
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Delivery will be made to the delivery address shown on your order form.
We may make delivery to any address we consider appropriate if no
delivery is included on your order form.
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9. Risk: |
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Risk in the goods will pass to
you on delivery even though we may remain the owner of them.
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10. Warranties: |
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We warrant that the goods supplied are free from defects.
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All other guarantees, warranties and representations in relation to the
goods or their supply are excluded except to the extent that we cannot
lawfully exclude them.
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Goods advertised by reference to pictures might not be identical to the
pictures when sold.
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11. Limitation of Liability: |
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We will not be liable for any indirect or consequential loss incurred by
you as the result of any act or omission by us.
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We will not be liable to you
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For failure to deliver, or failure to deliver by a specified date, or
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For loss caused by anything which is beyond our reasonable control.
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Our liability to you is otherwise limited to the value of the goods
and/or services supplied by us and associated with your claim.
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We may, at our option and as appropriate, either
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Replace defective goods, or
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Pay you the price (excluding GST) you paid us for the goods and/or
services
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We will not however accept responsibility for any defective goods unless
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You notify us of the defect within 14 days of your receiving the goods,
and
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You allow us to fully investigate your claim
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This clause will not apply to the extent that the law prohibits us from
limiting our liability.
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12. Order Cancellation: |
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We will not accept cancellation of an order unless
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The goods are part of our normally held stock and we receive written
notice of cancellation before the goods are loaded for delivery; or
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If the goods do not form part of our normally held stock, we receive
written notice of cancellation before we order the goods ourselves from
a third party.
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13. Waiver: |
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If we delay or do not exercise any of our rights or remedies that will
not be a waiver of the right or remedy.
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Any waiver or consent we give you must be in writing and will be
effective only in the specific instance and for the specific purpose for
which it is given.
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14. Severability: |
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If part of this Agreement is deemed to be invalid, illegal or
unenforceable the remaining provisions will remain in full force and
effect.
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15. Governing Law: |
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These terms will be governed by law and you agree to submit to the
jurisdiction of the Australian Courts.
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The application of the United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded.
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16. Dispute Resolution: |
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If a dispute arises between
both of us
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Both of us must first discuss the dispute and, in good faith, try and
settle it between ourselves, and
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If both of us cannot resolve the dispute both of us must then refer it
to mediation before taking any other action
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This clause will not apply to an application by either of us for urgent
interlocutory relief.
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