TRADE TERMS AND CONDITIONS OF SALE
1. SCOPE
All goods and services (“Products”) supplied by Drauben Pty Ltd T/A tchillbag ABN 53 074 304 975 (“tchillbag”) are supplied on these terms and conditions. No variation to these Terms and Conditions is permitted unless expressly accepted by Drauben Pty Ltd T/A tchillbag in writing.
2. ORDER ACCEPTANCE
No order shall be binding on tchillbag until accepted by tchillbag. An individual contract for the supply of Products, on these terms and conditions, is formed on acceptance by tchillbag of an order from the Customer. tchillbag reserves the right to accept any order in whole or in part. Where tchillbag makes a part delivery of any order, such delivery shall constitute a separate contract. No order may be canceled or varied after acceptance by tchillbag except by special agreement.
3. PAYMENT TERMS
All credit orders are accepted by tchillbag subject to
satisfactory credit approval of the Customer, and are governed by tchillbag
credit terms and conditions in force at the time of order placement, including
the right to charge interests and late or administrative fees. Credit approval once granted may be withdrawn at
any time. Where credit approval has not been granted, or is withdrawn, payment
for all Products or Services supplied is required on delivery. Where credit has
been granted, payment for the Products or Services is to be made on or before 7
days from the date of invoice, or 7 days from the date of a consolidated
monthly statement, whichever is the earlier, except in the case of software
licences, where payment must be made within 7 days of invoice date. Payment
must be made in full without set off or deduction. tchillbag will investigate
any disputed amounts, and if resolved in favour of the Customer, a credit will
be issued to the Customer.
Should the Customer default in making any payment in accordance with the agreed trading terms, then all monies owing to Drauben Pty Ltd T/A tchillbag shall immediately become due and payable.
Drauben Pty Ltd T/A tchillbag shall be entitled to charge interest at the rate of 3.5% per calendar month on all overdue amounts from the date due for payment until the date of actual payment plus a late fee to cover the administrative costs.
Any expense and/or costs or disbursements incurred by Drauben Pty Ltd T/A tchillbag in recovering any outstanding monies including debt collection agency fees and legal costs shall be paid by the Customer.
4. TITLE OF PRODUCTS
a) Ownership in the Products does not pass to the Customer until the Customer has discharged all outstanding indebtedness, whether in respect of the Products or otherwise, to tchillbag.
b) Risk in the Products will pass on delivery to the Customer. Delivery may not be refused by the Customer.
c) The Customer grants to tchillbag, its agents and servants, leave and licence to enter at any time on and into any premises occupied by the Customer to inspect, search for or remove any of the Products.
d) If the Products are sold by the Customer, the Customer acknowledges that such sale is made by the Customer as bailee for and on behalf of tchillbag, to hold the proceeds of sale on trust for tchillbag, in an account in the name of tchillbag, until payment in full for the Products is made to tchillbag.
5. DELIVERY
tchillbag reserves the right to charge for delivery of the Products at any time, notwithstanding that it may not have previously done so. Administrative fees may also be imposed for orders under certain dollar values. Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by tchillbag.
6. RETURNS
Any Products, which are damaged or defective, delivered after their “use by” or “best before” date, or which are not otherwise in accordance with the Customer’s order, may be returned to tchillbag within 14 days of delivery, at no cost to the Customer.
The Customer may otherwise return Products to tchillbag and obtain a credit:
a) except for specially purchased Products and Products specifically tailored for the Customer’s requirements, which may not be returned;
b) provided that it does so within 14 days of delivery and a
return authorization is obtained from tchillbag;
c) provided all invoices are paid in full and there is no outstanding amount
d) provided that the Products are in their original packaging, unopened, of a current make and model, and otherwise as new and in a sale able condition;
e) at the Customer’s own expense, or to the Customer’s account; and
f) on the basis that risk in the Products remains with the Customer until the Products are received by tchillbag, and that a restocking or return fee may be charged.
Notwithstanding the provisions of this clause 6, Drauben Pty Ltd T/A tchillbag will not accept a returned Product where the Customer has caused the Product to become un merchantable or failed to take steps to prevent the Product from becoming un merchantable or the Product has become damaged by abnormal use whilst in the possession of the Customer.
7. CUSTOMER SPECIFIC STOCK
Where tchillbag has agreed to procure and/or warehouse and/or distribute Products specifically for the Customer, the Customer must, within 30 days of request, purchase all stock then warehoused and held at the then prevailing supply price. Where the Customer does not do so, tchillbag may dispose of the affected Products without liability for any loss or damage suffered by the Customer as a result. The Customer indemnifies tchillbag against all claims, demands, loss, costs and expenses incurred by or made against tchillbag, arising out of any actual or alleged infringement of patents, copyright, trademarks, design rights or other intellectual property rights, by any logo, design, copyright or other material that tchillbag may use, print or reproduce at
the Customers request.
8. LIABILITY
Except for those required or implied by legislation, tchillbag gives no express warranty in relation to products and services supplied to the Customer, and the Customer acknowledges that it has not relied on any representation or warranty made by
or on behalf of tchillbag. Certain legislation may imply conditions and warranties into these terms and conditions. To the extent
that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded.
The liability of tchillbag under or arising out of the supply of Products and Services for breach of any term, condition or warranty implied in or imposed upon the supply of goods and/or services by legislation, shall be limited, at the option or tchillbag to:
a) If the breach relates to Goods:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired.
b) If the breach or liability relates to Services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
Except to the extent the law provides that liability is not able to be excluded, tchillbag shall not be under any liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage or loss of profits, loss of use or loss of data) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Products, any services supplied by tchillbag or the failure of tchillbag to comply with these terms and conditions.
9. CONFLICTS
These terms and conditions will apply to the exclusion of all other terms and conditions contained in the Customer’s order.
In the event of any inconsistency, tchillbag will be deemed, by delivering the Products to the Customer or supplying services to the Customer, to have made an offer to the Customer to sell the Products or supply the services pursuant to these terms and conditions, which offer will be deemed to have been accepted if the Customer retains the Products or accepts the services.
tchillbag reserves the right to change these Terms and Conditions at any time
10. GST
tchillbag reserves the right to recover from the Customer all goods and services tax (“GST”) payable in respect of the supply of Goods and Services to the Customer.
11. JURISDICTION
These terms and conditions are governed by and will be construed in accordance with the laws Queensland and the parties agree to submit to the jurisdiction of the courts of that state.
12. NO WAIVER
The failure by tchillbag to exercise, or any delay in exercising, any right, power or privilege available to it under these terms and conditions will not operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right or power.
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