TERMS AND CONDITIONS OF TRADE EXPEDITION APPAREL PTY LTD
1. General: These Terms and Conditions shall apply to the exclusion of all others including any Terms and Conditions of the Applicant (whether on the Applicant's order form or otherwise). No goods or services will be supplied by EXPEDITION APPAREL on any terms or conditions other than those set out herein and by taking delivery of the goods the Applicant shall be deemed to agree to these Terms and Conditions. For the purposes of these Terms and Conditions EXPEDITION APPAREL shall mean and include the party named above and/or in whose name an Account is maintained by EXPEDITION APPAREL.
2. Payment: The Applicant agrees to comply with the trading terms of EXPEDITION APPAREL and payment for goods or services shall be made by the Applicant to EXPEDITION APPAREL ___________ ( 30 Days EOM ) from date of purchase.
3. Stop Credit: In the event that, the account becomes 45 days past due from end of the month of invoice, EXPEDITION APPAREL reserve the right to stop, suspend or cancel any credit facility that has been approved by EXPEDITION APPAREL to the Customer. EXPEDITION APPAREL will send written advice to the customer by way of letter through the post, email or fax that all or some credit facilities have been stopped. Once EXPEDITION APPAREL notifies the Customer that it has stopped credit, EXPEDITION APPAREL will not be required to supply any goods that have been ordered or deliver any goods which are in transit until the outstanding amount has been paid or a suitable arrangement reached between EXPEDITION APPAREL and the Customer.
4. Claims: (i) The Applicant will be deemed to have accepted the goods / services, as being in accordance with its order unless it notifies EXPEDITION APPAREL in writing of its claim within 30 days. (ii) No return of goods will be accepted by EXPEDITION APPAREL unless EXPEDITION APPAREL has given prior written authorisation for the return.
5. Force Majeure: If for any reason beyond the control of EXPEDITION APPAREL (including without limitation as a result of any strike, trade dispute, fire, tempest, theft or breakdown), orders cannot be filled or completed at the time stipulated by the Applicant, EXPEDITION APPAREL shall be entitled to determine the Contract and the Applicant shall not have any claims for damages arising out of such cancellation, without prejudice to the rights of EXPEDITION APPAREL to recover all sums owing to it in respect of deliveries made or services provided prior to the date of such determination.
6. Warranty: All warranties whether expressed or implied and whether statutory or otherwise with regard to the goods / services supplied by EXPEDITION APPAREL as to quality, fitness for purpose or any other matter are hereby excluded except insofar as any such warranties are incapable of exclusion at law. The liability of EXPEDITION APPAREL for damages arising out of the contract shall be limited to the costs of replacement of any damaged goods and EXPEDITION APPAREL accepts no responsibility or liability whatsoever including liability for negligence or goods that do not correspond with the description on EXPEDITION APPAREL invoice and/or the packaging of the goods sold or any liability for consequential loss however arising.
7. Freight Costs: EXPEDITION APPAREL shall not be liable for freight costs on goods returned to it by the Applicant unless otherwise agreed.
8. Contingency Fees: The Applicant agrees that in the event of the Applicants breach of any of the terms of this agreement including a failure to make payment of any monies due to EXPEDITION APPAREL pursuant to this agreement the Applicant shall pay to EXPEDITION APPAREL all collection costs, commissions, fees, charges and expenses including legal costs on a solicitor and own client basis incurred by EXPEDITION APPAREL of and incidental to this agreement or any matter arising out of or incidental to this agreement or the Applicants performance of or failure to perform any of the terms of this agreement. Interest may be charged at the current prescribed interest rate on accounts which are 60 days past due from the date of invoice in accordance with the current prescribed penalty interest pursuant to the Penalty Interest Rates Act 1988.
9. Change of Ownership: The Applicant agrees to notify EXPEDITION APPAREL in writing of any change of ownership of the Applicant within 7 days from the date of such change and indemnifies EXPEDITION APPAREL against any loss or damage incurred by it as a result of the Applicant's failure to notify EXPEDITION APPAREL of any change.
10. Cancellation: Orders placed with EXPEDITION APPAREL cannot be cancelled without the written approval of EXPEDITION APPAREL. 1n the event that EXPEDITION APPAREL accepts the cancellation of any order placed with it EXPEDITION APPAREL shall be entitled to charge a reasonable fee for any costs incurred to the date of the cancellation including a fee for the processing and acceptance of the Applicant's order and request for cancellation.
11. Lien: The Applicant hereby acknowledges that EXPEDITION APPAREL has a lien over all goods in its possession belonging to the Applicant to secure payment of any or all amounts outstanding from time to time.
12. Credit Information: The Applicant irrevocably authorises EXPEDITION APPAREL, its servants & agents to make such enquiries as they deem necessary to investigate the credit worthiness of the Applicant from time to time, including the making of enquiries with persons nominated as trade references, the bankers of the Applicant any credit provider or Credit Reporting Agency and including personal credit and consumer credit information (hereinafter called "the information sources"). The Applicant hereby authorises the information sources to disclose to EXPEDITION APPAREL such information concerning the Applicant which is within their possession. The Applicant agrees that the information provided on its Credit Application concerning the Applicant & any relevant trading information arising from any dealings between the Applicant & EXPEDITION APPAREL may be disclosed to a Credit Reporting Agency or any other interested person. All information gathered by EXPEDITION APPAREL may be used for purposes other than originally intended.
13. Title to Goods/ & Monies: Property in the goods delivered to the Applicant shall not pass to the Applicant until such time as (EXPEDITION APPAREL) has received payment in full of all monies owing to (EXPEDITION APPAREL) including but not limited to monies owing in respect of the goods specified on any particular invoice to which these terms and conditions are annexed, together with any other monies outstanding. The Applicant grants permission for EXPEDITION APPAREL to enter property at any time where the goods are stored with force if necessary to recover EXPEDITION APPAREL’s goods. If the goods are delivered prior to payments being made by the Applicant to (EXPEDITION APPAREL), the Applicant shall have possession of the goods by bailee only and such bailment shall be terminable by (EXPEDITION APPAREL) at any time. (EXPEDITION APPAREL) may terminate such bailment either by oral or written notice being given to the Applicant. Until the date of payment of all monies owing to EXPEDITION APPAREL the Applicant, if EXPEDITION APPAREL desires, is required to store the goods in such a way to show that they are clearly the property of (EXPEDITION APPAREL). If the Applicant sells the goods to any third party, the consideration he receives partly shall be held by him in a separate account on trust for (EXPEDITION APPAREL). If the Applicant mixes the goods with any other goods or products or deals with the goods in such a way that they become a constituent of any other product or goods then ownership in any such new product or goods is to be transferred to EXPEDITION APPAREL as security for full payment of all monies owing to (EXPEDITION APPAREL ), including but not limited to monies owing in respect of the goods, and until such time as EXPEDITION APPAREL receives such payment the Applicant shall hold such products or goods in which the goods have been mixed or incorporated as fiduciary owner for (EXPEDITION APPAREL ). The Applicant hereby irrevocably empowers and gives to EXPEDITION APPAREL a licence in addition to and without the limitation of any other right EXPEDITION APPAREL as its own. This licence endures so long as any monies whatsoever is owed by the Applicant to (EXPEDITION APPAREL).
14. Personal Properties Securities Act 2009: The Buyer hereby acknowledges that these Terms and Conditions of Trade constitute a security agreement which creates a security interest in favour of the EXPEDITION APPAREL in all Goods previously supplied by the EXPEDITION APPAREL to the Buyer (if any) and all after acquired Goods supplied by the EXPEDITION APPAREL to the Buyer (or for the Buyer‟s account) to secure the payment from time to time and at a time, including future advances. The Buyer agrees to grant a “Purchase Money Security Interest” to the EXPEDITION APPAREL.
The Buyer acknowledges and agrees that by assenting to these terms the Buyer grants a security interest (by virtue of the retention of title clause in these Terms and Conditions of Trade) to the EXPEDITION APPAREL and all Goods previously supplied by the EXPEDITION APPAREL to the Buyer (or for the Buyer‟s account) and these terms shall apply notwithstanding anything express or implied to the contrary contained in the Buyer‟s purchase order.
The Buyer undertakes to:
sign any further documents and/or provide any further information (which information the Buyer warrants to be complete, accurate and up-to-date in all respects) which the EXPEDITION APPAREL may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”);
not register a financing change statement as defined in section 10 of the PPSA or make a demand to alter the financing statement pursuant to section 178 of the PPSA in respect of the Goods without the prior written consent of the EXPEDITION APPAREL ;
give the EXPEDITION APPAREL not less than 14 days‟ written notice of any proposed change in the Buyer‟s name and/or any other changes in the Buyer‟s details (including by not limited to changes in the Buyer‟s address, facsimile number, email address, trading name or business practice);
pay all costs incurred by the EXPEDITION APPAREL in registering and maintaining a financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce the security interest created by these Terms and Conditions of Trade including executing subordination agreements;
be responsible for the full costs incurred by the EXPEDITION APPAREL (including actual legal fees and disbursements on a solicitor and client basis) in obtaining an order pursuant to section 182 of the PPSA; and
the Buyer waives any rights it may have under sections 115 of the PPSA upon enforcement.
Pursuant to section 157 of the PPSA, unless otherwise agreed to in writing by the EXPEDITION APPAREL, the Buyer waives the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest.
The Buyer agrees that immediately on request by the EXPEDITION APPAREL the Buyer will procure from any persons considered by the EXPEDITION APPAREL to be relevant to its security position such agreement and waivers as the Company may at any time require.
15. Security Interest: The Buyer gives the Company a Security Interest in all of the Buyer‟s present and after-acquired property in which Goods or materials supplied or financed by the Company have been attached or incorporated.
16. Power to Sell Goods: Nothing herein contained shall prevent the Applicant from selling the goods to any third party provided that the proceeds of any such sale shall be held in trust by the Applicant for EXPEDITION APPAREL until EXPEDITION APPAREL has received payment in full for the goods.
17. Certificate: A Certificate signed by an officer of EXPEDITION APPAREL will be prima facie evidence of the Applicant's liability to EXPEDITION APPAREL at the date of the Certificate.
18. Jurisdiction: The proper law of all contracts arising between EXPEDITION APPAREL and the Applicant is the law of the State of Victoria and the parties agree that all claims and disputes relating to the goods sold shall be determined in a Court of competent jurisdiction in the State of Victoria.
19. Change: EXPEDITION APPAREL reserves the right to change or alter any or all sections of the Terms and Conditions by advising the Applicant in writing and giving the Applicant 7 days’ notice of any change(s) to any or all of the Terms and Conditions as set out in this application for a commercial credit account.
20. To the fullest extent legally possible, all contracts made between EXPEDITION APPAREL and any Applicant relating to any products, services or transactions are subject to the Terms & Conditions of Sale as set out above unless otherwise agreed in writing.