TERMS AND CONDITIONS OF SALE
Company” is of VICPAC Flexibles Australia Pty Ltd trading under its own name or the trading name shown on the face of this invoice.
“Contract” is the contract for the sale of the goods formed by the acceptance of the order.
“Goods” are the items the subject of the sale under the Contract specified on the face of this invoice or where the context so admits means part of them.
1.1 The following are the terms and conditions of sale for the Goods unless the sale results from a written quotation in which case the terms and conditions appearing on the Company’s quotation form shall prevail in the case of any inconsistency provided however that if any of these terms or conditions contravenes or is prohibited by any law or state for the time being in force (or which may come into including (but not limited to) the Trade Practices Act 1974 (as amended) such terms and conditions shall continue in full force and effect.
2. TERMS OF PAYMENT
2.1 Payment terms are 30 days from end of invoice month. Statements of accounts will not be issued. The purchaser shall be liable for any legal costs, collection costs, dishonored cheque fees etc. incurred by vendor as consequence of default by purchaser. Should the purchaser delay or default in respect of any payment due hereunder, the company shall have the right to charge interest on all sums owed for payment to the company.
2.2 Interest at the rate of 3% per month or at the maximum rate of interest permitted by law from time to time (whichever is the lesser) shall be payable by the Customer on all principal amounts due and owing to the Company, such interest to be calculated on the daily balance and to be payable on demand. The Customer’s obligation to pay the outstanding principal amount on or before the date it becomes due for payment is not affected by this Condition.
2.3 All losses, expenses interest and cost including (but not limited to) legal fees (on a solicitor/client basis) consequent upon the Customer’s failure to pay on the due date shall be recoverable from the Customer by the Company as liquidated damages.
2.4 The Company reserves the right to refuse to supply the Customer where any payment for Goods supplied by the Company remains outstanding.
3 CLAIMS, RETURNS AND ALLOWANCES
3.1 Any claim against the Company must be made within 7 days of delivery of the Goods except claims arising from non-delivery which must be made in writing within 14 days from the date of the invoice. All claims must refer to the official invoice number, customers purchase order number and date and state the reason for the claim.
3.2 All freight charges for the return of goods by the Customer shall be paid by the Customer.
3.3 Goods returned for credit will only be accepted if received in original condition and may be subject to restocking charges. The following types of goods cannot be returned for credit under any circumstances:-
(A) Any goods specifically made or purchased for the Customer.
(B) Any goods damaged or altered in any way by the Customer.
3.4 Delivery of the Goods returned for credit does not signify agreement to issue a credit note. A credit note will be issued at the Company’s discretion and only after the goods have been inspected and found to be acceptable in the opinion of the Company.
3.5 Without prejudice to Condition 3.4 the Company will accept no responsibility whatsoever for any loss arising as a result of the Company’s failure to give credit or its delay in so doing.
4.1 Unless expressly agreed to the contrary by the Company in writing, the provisions and tolerances contained in the standard specification to which the goods are manufactured by the Company or its suppliers will apply to all orders accepted.
4.2 Unless the Company otherwise agrees in writing, at the request of the Customer, delivery of the Goods shall take place at the Company’s premises. In the event that the Company agrees to deliver the Goods to the Customer at the Customer’s address or to some other place nominated by the Customer, the Company shall not be under any liability whether in tort or contract or otherwise for any loss or damage to or deterioration of the Goods or for misdelivery or failure to deliver or delay in delivery or for any other loss or damage suffered by the Customer whether caused by the negligence or willful misconduct of the Company or by another cause whatsoever including (but not limited to) any act of God, flood, fire, lighting, storm, tempest, rain, enemy hostilities, strikes, lock outs or other industrial disturbances, riots, laws, rules or regulations, inability to obtain equipment or material or any other cause outside the control of the company.
4.3 The Company shall be under no liability to the Customer for any loss including (but not limited to) loss of profits consequential loss or for damage to persons or property or for death or injury caused by any act or omission including (but not limited to) negligent acts or omissions of the Company or the Company’s employees or agents.
4.4 The Customer shall indemnify the Company against any claims made against the Company by any third party in respect of any such loss, damage, death or injury as is set out in paragraph 4.3 of these terms and conditions; the Customer further agrees to indemnify the Company against all losses and expenses which the Company may suffer or incur owing to the failure of the Customer fully to observe its obligations under these Conditions of Sale.
4.5 Save as herein provided :-
A) The Company makes no express warranty in respect of the Goods.
(B) The Company shall not be liable in respect of any warranty, condition, representation or statement concerning the Goods.
(C) The Company’s liability hereunder (if any) shall be limited to the value of the Goods the subject of this Contract.
D) All warranties and conditions implied at common law or under statute are expressly excluded from the Contract unless such exclusion would be illegal or void.
(E) The company does not warrant that the goods are of a description, quality and character suitable for the purpose for which they are purchased by the Customer.
5. TITLE OF GOODS
5.1 Legal and beneficial ownership of the Goods is retained by the Company and the Customer shall hold the Goods as the Company’s fiduciary agent and bailee until payment by the Customer in full of all monies owing or payable by the Customer to the Company in respect of all Goods supplied by the company to the Customer. Until such time as all Goods have been paid for in full the Customer is of liberty to sell the Goods, in the ordinary course of business as agent for the Company and shall account to the Company for the proceeds thereof. Until such payment is made in full :-
(A) The Customer shall have the right to use the Goods for the purpose for which they are sold.
(B) The Company shall have the right to retake possession of the Goods and to resell the Goods. For the purpose of enabling the Company to retake possession of the Goods, the Company is hereby irrevocably authorized to enter the Customer’s premises in which the Goods may from time to time be located and the Customer appoints the Company as its agent to enter any premises not owned by the Customer and on or in which any of the Goods may be located from time to time.
(C) The Customer shall keep the Company’s Goods stored separately.
(D) The Customer shall keep the proceeds from the sale of the Goods separate until payment has been made to the Company for all Goods supplied to the Customer.
5.2 The Company may retake possession of and resell the Goods if :-
(A) Payment is not made in accordance with these terms and conditions;
(B) Any trade or credit arrangement in existence between the Company and the Customer is breached by the Customer;
(C) The Customer enters into any composition, assignment or arrangement with creditors: or
D) There is appointed under any Act or instrument or by order of any Court, a manager or an administrator or a trustee or a receiver or a receiver and manager or a provisional liquidator, or a liquidator or an official manager in relation to any part of the Customer’s undertakings assets or property.
6. PROPERTY RISK & INSURANCE
6.1 Notwithstanding Condition 5.1 the Goods shall be at the sole risk of the Customer from the time the Goods are delivered or from the time the goods leave the Company’s premises (whichever is the first to occur) notwithstanding that title in the Goods may not have passed to Customer it shall be the Customer’s obligation to effect full insurance upon the Goods from such time as the Goods are at the Customer’s risk.
7. PRICE INCREASE
7.1 The Company reserves the right to increase the price of goods at any time and without prior notification.
8. LEGAL CONSTRUCTION
8.1 The construction validity and performance of this Contract shall be governed by the laws in force in the State of Victoria. Any proceedings between the Company and the Customer shall be commenced in Victoria.
8.2 The signing of a manifest or delivery docket for goods received notwithstanding anything that may be stated to the contrary by the Customer shall constitute acceptance of these Conditions of Sale