TERMS AND CONDITIONS OF TRADE
1. (i) ‘UNITUFF GLOBAL’ shall mean Unituff Global Pty Ltd ABN 48 620 859 770 and its successors and assigns;
(ii) ‘The Customer’ shall include any person acting on behalf of and with the authority of the Customer; (iii) ‘Goods’ shall mean goods products and services supplied by UNITUFF GLOBAL to the Customer; (iv) ‘Price’ shall mean the cost of the goods as detailed by UNITUFF GLOBAL to the Customer by quotation as provided from time to time by UNITUFF GLOBAL subject to any particular trading terms as shall be confirmed by UNITUFF GLOBAL to the Customer.
2. All Goods supplied by UNITUFF GLOBAL are supplied on these terms and conditions and any instructions received by
UNITUFF GLOBAL from the Customer and/or the Customer’s acceptance of Goods supplied by UNITUFF GLOBAL shall
constitute acceptance of these terms and conditions.
3. No order shall be binding on UNITUFF GLOBAL until accepted by UNITUFF GLOBAL and on such acceptance a contract shall be formed for the supply of Goods on these terms and conditions. A contract once formed may not be cancelled or varied without the consent of UNITUFF GLOBAL.
4. UNITUFF GLOBAL may refuse to accept any order in whole or in part, and may elect to fulfil an order in one delivery or two or more part deliveries.
5. Payment for the Goods shall be made in full by the Customer upon delivery or acceptance of the Goods except where the Customer has requested credit in such form as UNITUFF GLOBAL shall require and UNITUFF GLOBAL has granted such request in which case the Customer shall make payment in full within the time extended by UNITUFF GLOBAL. UNITUFF GLOBAL may charge interest on any overdue amounts and may withdraw any credit approval upon notice to the Customer.
6. ROMALPA CLAUSE: Ownership in the Goods does not pass to the Customer until the Customer has discharged all outstanding indebtedness whether in respect of the Goods or otherwise. The Customer shall accept the risk in the Goods upon receipt of the Goods. Pending payment for the Goods the Customer shall provide suitable care and storage of the Goods.
7. Any suggested or requested date of delivery shall be accepted by UNITUFF GLOBAL by way of estimate only and UNITUFF GLOBAL shall not be liable for any costs or damages which may result from or be claimed in respect of delivery of the Goods at some other date.
8. The Customer acknowledges that he relies on his own skill and judgment in respect of the suitability of the Goods for the purposes of the Customer.
9. The Goods shall be deemed to have been delivered in full, correctly and without apparent defect unless the Customer notifies UNITUFF GLOBAL to the contrary within seven days of delivery. Should there be any shortfall or error in delivery or any apparent defect in the Goods UNITUFF GLOBAL’s responsibility will be fully discharged by delivery of Goods to make up such
shortfall or to correct such error or replace any apparently defective Goods.
10. UNITUFF GLOBAL warrants the quality of the Goods in accordance with its standard Warranty. Except as provided by these terms and conditions or in the standard Warranty, UNITUFF GLOBAL 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 however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Goods. In no case shall UNITUFF GLOBAL’s responsibility exceed the invoiced cost of the Goods.
11. Nothing in these terms and conditions is intended to have the effect of contracting out of any applicable provisions of any legislation except to the extent permitted by such legislation. Should any provision of these terms and conditions be invalid, void illegal or unenforceable the remaining provisions shall not be affected prejudiced or impaired and shall remain enforceable.
12. The failure by UNITUFF GLOBAL to exercise or any delay in exercising any right power or privilege available to UNITUFF GLOBAL under these Terms and Conditions will not operate as a waiver thereof or preclude any further or other exercise thereof or the exercise of any other right or power.
13. Each contract for the sale of Goods under these terms and conditions shall be deemed to be made in the State of
Queensland and subject to the laws of that State.
14. Neither UNITUFF GLOBAL nor the Customer shall be liable for any default due to any act of God, war, terrorism, strike,
lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
15. Terms in this clause have the same meaning as given to them in the PPSA. Upon entering into this Agreement, the Purchaser and the Guarantor/s acknowledge and agree that these terms and conditions:
a) Constitute a security agreement for the purposes of the PPSA; and
b) Create a security interest in addition to personal property already held by the
a. All product (including but not limited to any collateral related to that product) that will be supplied in the future by UNITUFF GLOBAL to the Purchaser;
b. The proceeds of the product and collateral sold by the Purchaser; and
c. Any collateral that could be secured by a purchase money security interest under the PPSA, including but not limited to purchase money obligations.
c) UNITUFF GLOBAL is entitled to register its security interest granted under these terms on the PPSA register and the Purchaser waives its rights to receive written notification of such registration by UNITUFF GLOBAL.
d) The value of the security interest is the total amount due and payable by the Purchaser from time to time.
e) Until title to the product passes to the Purchaser, the Purchaser must not give UNITUFF GLOBAL a written demand or allow any other person to give the Purchase a written demand requiring UNITUFF GLOBAL to register a financing change statement under the PPSA or enter into or allow any other person to enter into the PPSR and financing change statement under the PPSA.
f) The Purchaser will not enter into any security agreement that permits any other person or entity to register any security interest in respect of the product or the proceeds of the product.
g) The following shall constitute an event of default by the Purchaser:
a. Non-payment of any sum by the due date;
b. The Purchaser intimates that it will not pay any sum by the due date;
c. Any other creditor seizes or intimates that it intends to seize the products of UNITUFF GLOBAL;
d. Any product in the possession or control of the Purchaser is materially damaged while any sum due from the Purchaser to UNITUFF GLOBAL remains unpaid;
e. The Purchaser becomes insolvent, is put into liquidation, has a receiver appointed or enters into a scheme of arrangement in relation to the Purchaser or any of the Purchaser’s assets or a landlord proceeds against the Purchaser or any of its assets;
f. A court judgment is entered again the Purchaser and remains unsatisfied for seven days or more;
g. Any material adverse change in the financial position of the Purchaser, of which UNITUFF GLOBAL shall be the sole judge.
h) The Purchaser agrees to pay any charges of and incidental to registration of the security interest created by this Agreement pursuant to the PPSA on the PPSR, if required by UNITUFF GLOBAL.
i) If UNITUFF GLOBAL has cause to exercise any of its rights under the PPSA, the Purchaser shall indemnify UNITUFF GLOBAL in relation to any claims made against UNITUFF GLOBAL by any third parties as a result of such exercise.
E & OE September 2017
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