TERMS AND CONDITIONS OF SALE
In these terms and conditions of sale, the following terms have the following meanings: “Polvin Compounds” means Polvin Compounds Pty Ltd,
(ABN 61 091 376 582); “Customer” means any commercial credit or cash customer of Polvin Compounds; “Goods” means any item of whatsoever nature, which is sold or delivered by Polvin Compounds to the customer; “Delivery or Delivered” means the moment the goods are transported from the premises of Polvin Compounds or Polvin Compounds’ suppliers by whatever means to the customer; “Default or default in payment” means:
(i) if the customer fails to pay any amount due to Polvin Compounds;
(ii) if any step is taken by the customer to enter into any arrangement between the customer and its creditors;
(iii) if any step is taken to appoint a liquidator (provisional or otherwise), receiver, administrator or trustee in bankruptcy to the whole or part of the customer’s
assets or business.
These conditions apply to every sale made or agreed to be made by Polvin Compounds to the customer and no variation or abrogation of them will be effective unless the variation or abrogation is evidenced in writing and signed on behalf of Polvin Compounds.
3. Title and risk
3.1 Goods become the customer’s risk on delivery.
3.2 Property and ownership in goods will not pass to the customer until all monies owed by the customer to Polvin Compounds have been paid in full, and all cheques and other negotiable instruments reportedly making payment for the goods to Polvin Compounds have been cleared by Polvin Compounds’ Bank.
3.3 Polvin Compounds reserves the right, and the customer grants permission, to re-take possession and dispose of all goods as it sees fit at any time until full payment of all monies owing is made and without liability for trespass or otherwise enter any premises where goods are stored with such force as is necessary.
3.4 Upon sale or disposition of any goods prior to full payment the customer agrees to deposit all proceeds into a separate bank account, agrees not to mix proceeds with any other monies and shall forthwith account to Polvin Compounds notwithstanding that Polvin Compounds may have granted any credit facility and / or time to pay.
3.5 Until payment in full the customer agrees (i) to keep all goods unpaid as liability to Polvin Compounds and to store all goods in a manner which shows Polvin Compounds as owner. (ii) Only to sell goods in the usual course of his business on condition that the customer holds all proceeds in trust for Polvin Compounds and (iii) that sale on terms for less than cost or to any related entity of the customer shall not be in “the usual course”.
3.6 Without derogating from Polvin Compounds rights as a creditor of the customer or arising under these Terms if goods are used in any construction, fabrication, manufacturing and / or other process (this process) which results in an entitlement of the customer to receive money from any other person, the customer agrees to hold such part of any monies received by the customer (or the outstanding book debt owed to the customer in respect of those monies) as is equivalent to the value of any goods used in the process as invoiced to the customer by Polvin Compounds UPON TRUST for Polvin Compounds until payment in full for those goods and all monies owed to Polvin Compounds.
3.7 Nothing in this clause is intended to create a charge and this clause shall be read down to the extent necessary to avoid creating any charge.
3.8 The customer agrees that a certificate purporting to have been signed by an officer of Polvin Compounds identifying goods as “unpaid for” shall be conclusive evidence that they have not been paid for, and Polvin Compounds’ property in and ownership of those goods.
Unless agreed to the contrary by Polvin Compounds and the customer in writing, payment for the goods must be made by the customer:
4.1 In the case of goods to be dispatched or delivered to an address in Australia, net thirty (30) days from end of month following despatch.
4.2 In the case of goods to be delivered to an address in any other part of the world, payment shall be made against delivery of shipping documents to the customer or
4.3 If payment is not made on the due date, Polvin Compounds has the right, without prejudice to any other rights it may have, to suspend delivery of, or at its option,
cancel any contract to supply goods to the customer.
4.4 If the customer defaults in payment of any moneys payable to Polvin Compounds :
(i) Polvin Compounds may, until payment is made in full and without prejudice to any other rights at law or in equity, require the customer to pay interest to Polvin Compounds on the amount outstanding at the rate of 4% per annum above the rate of the Commonwealth Bank’s nominal lending rate to small business, computed upon the money overdue during the period in default.
(ii) The customer cannot make any deduction from the price of goods or claim any set off or counter claim against Polvin Compounds.
5. Shortfall in Delivery, Damaged or Faulty Goods
5.1 The customer must notify Polvin Compounds in writing, within seven days of receipt of goods, of any shortfall in or damaged goods failing which, the customer
will not be entitled to any remedy in respect of the shortfall or damage.
5.2 Claims for faulty goods must be lodged within 30 days of receipt.
5.3 Goods proven to be faulty will be replaced like for like and not credited; replacement is limited to supply of the materials originally ordered.
5.4 Special orders will not be accepted for return without prior agreement.
5.5 Inspection by manufacturer may be required. Manufacturer’s decision is final.
6. Failure to Deliver
To the full extent permitted by law, Polvin Compounds will be under no liability to the customer for loss of any kind whatsoever including without limitation loss of profits and consequential loss arising out of the supply of or the failure to supply goods and any defect in the quality of goods except to the extent of the cost of replacing the goods.
7. GST or Similar Taxes
The customer agrees to pay the relevant amount of GST or any other similar tax in addition to the quoted net price.
8. Customer warranty
The customer warrants to Polvin Compounds that any patent, registered design, trade mark, copyright or other intellectual property right involved in the order placed by the customer is not and does not infringe any rights of any other party and the customer hereby indemnifies Polvin Compounds against all actions, proceedings, claims, demands, damages, costs and expenses which may be brought or made against Polvin Compounds or for which Polvin Compounds may sustain any loss or cost by reason of such infringement.
9.1 To the full extent permitted by law, Polvin Compounds shall not be liable for any delay, inconvenience, loss or damage of any kind arising out of the failure,
malfunction, breakdown or defect of the goods from loss or damage or deterioration of the goods howsoever caused.
9.2 Polvin Compounds obligation to perform in accordance with these conditions will be suspended for the period of any delay arising out of anything outside the
control of Polvin Compounds.
Polvin Compounds unless otherwise provided in writing makes no representation and gives no guarantee or warranty whatsoever in respect of any goods provided by it to the customer, except to the extent of any conditional warranty or rights provided by the Trade Practices Act or other relevant legislation. All conditions and warranty whatsoever whether statutory or otherwise are hereby excluded insofar as they may be lawfully excluded by agreement between the parties to this agreement.
The customer cannot assign or transfer any of its rights or obligations under or in connection with the goods sold and delivered to it by Polvin Compounds.
12. Governing law
All contracts made between Polvin Compounds and the customers are governed by the laws of the State of Queensland and Polvin Compounds and the customer
agree to submit to the exclusive jurisdiction of the courts of Queensland.
This document is subject to change, copies of current Terms and Conditions can be supplied on request as required.