In the absence of any agreement in writing from Seeley International Pty Ltd to the contrary the following terms of sale (“Conditions”) apply to this sale of Goods and acceptance of the Goods is evidence of the Purchaser's acceptance of these Conditions notwithstanding any other terms incorporated in any order sent to the Seller by the Purchaser and notwithstanding the acceptance by the Seller of any such order. In the event of any inconsistency between the Conditions and any other terms of the Purchaser, the following Conditions shall prevail and such other terms shall be void and of no effect.
1. In this contract "the Seller" means Seeley International Pty Ltd; "Goods" means the goods supplied by the Seller to the Purchaser from time to time; "Purchaser" means the person to whom the Goods are sold; “PPSA” means the Personal Property Securities Act 2009 (Cth); and "Force majeure circumstances" means any circumstances of whatsoever nature which are outside the Seller's control including in particular but without limiting the generality of the foregoing fire flood explosion or strike lockout or other industrial act or dispute or the breakdown of or accident to plant unavailability or shortage of raw materials labour power supplies or transport facilities or Act of God or any order or direction of any local State or Federal government or governmental authority or instrumentality.
2. Prices are correct at the date of the quotation but are subject to change without notice. Goods are supplied by the Seller at the prices current at the date of dispatch.
3. The Purchaser agrees to inspect the Goods immediately on the delivery thereof and shall within 7 days from delivery give notice to the Seller if it alleges that the Goods are not in accordance with this contract. If the Purchaser shall fail to give such notice the Goods shall be deemed to be in all respects in accordance with the contract and the Purchaser shall be bound to accept and pay for the same accordingly.
4. If the Purchaser has established a credit facility in writing on terms acceptable to the Seller, then the terms of the credit facility shall be applicable to the supply (including the time for payment) of the Goods. Otherwise, payment shall be made on or before the due date shown on this document unless the Seller has approved extended terms for payment. If default is made in the payment of the price of the Goods, the Seller shall be entitled to charge and if so, the Purchaser shall pay interest at the Seller's current overdraft interest rate from the due date until the outstanding sum is paid.
5. (1) Goods supplied to the Purchaser are at the Purchaser's risk once the Goods are ascertained or delivered to the Purchaser, its agent or a carrier commissioned by it (whichever is sooner).
(2) Notwithstanding sub-clause (1) hereof, Goods supplied shall remain the property of the Seller until they have been paid for in full and all moneys owing by the Purchaser to the Seller have been paid (whichever is later).
(3) If (a) any action or proceedings are commenced in which the Purchaser's solvency is involved or (b) payment for the Goods is due under clause 4 but is not paid or is otherwise overdue and not paid, the Seller, as owner of the goods, may (without prejudice to any of its rights) recover and resell the Goods supplied or any of them and may by its servants or agents enter upon the Purchaser's premises for that purpose.
(4) Notwithstanding sub-clause (2) hereof, the Seller shall in every case be entitled to maintain an action against the Purchaser for the price of the Goods supplied to the Purchaser if the Purchaser wrongfully neglects or refuses to pay for the Goods in accordance with the Conditions.
(5) The Purchaser agrees that these Conditions constitute a security agreement for the purposes of the PPSA.
(6) The Purchaser agrees that a purchase money security interest (as defined in section 14 of the PPSA) is taken by the Seller in all Goods previously supplied by the Seller to the Purchaser and in all Goods that will be supplied in the future by the Seller to the Purchaser.
6. In addition to any lien to which the Seller may be entitled by Statute or otherwise, the Seller shall be entitled to a general lien in respect of all property or goods belonging to the Purchaser in the Seller's possession or control for the unpaid price of the Goods supplied herewith.
7. The Purchaser acknowledges that an order may only be cancelled if the Seller consents in writing and if the Seller is compensated in full for any loss occasioned thereby.
8. Any date of delivery is an estimate only. In no case shall the Seller be liable for any loss or damage howsoever arising as a result or consequence of any failure by the Seller to deliver by any specified date. If the Seller is prevented by force majeure circumstances from delivering for one calendar month or more after the specified delivery date either the Seller or the Purchaser may cancel the contract for the Goods in respect of which delivery has been delayed as aforesaid by giving to the other party 14 days written notice of cancellation.
9. The Seller accepts no liability in contract or in tort or otherwise for any personal injuries or in respect of delivery or any subsequent use of the Goods, except that which cannot be excluded by law (in which case that liability is limited to the maximum extent allowable by law). To the fullest extent permitted by law, the Purchaser agrees that: (a) all conditions, warranties or other terms implied by statute or common law are expressly excluded; and (b) the Seller will not be liable to the Purchaser for loss of profit or other economic loss, direct or indirect or consequential loss, special, general or other damages or other expenses or costs arising out of a breach of contract or any common law duty (including negligence) by the Seller, its agents or employees.
10. For a Purchaser acquiring the Goods for his or her own personal, domestic or household use or consumption and not for the purpose of re-supply: Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.
11. The Purchaser acknowledges that it has not been induced to enter into this contract by any representation or advice made or given by the Seller.
12. In the event that any provision of these Conditions shall be or become illegal, invalid or unenforceable, such provision shall be severed from these Conditions. The entire Conditions shall not fail on account thereof and the balance of the Conditions shall continue in full force and effect.
13. The validity, interpretation and performance of these Conditions and the sale of Goods shall be governed by and interpreted according to the laws of the State of South Australia.
14. No employee, servant, agent or representative of the Seller has any authority to vary these Conditions or any of them, and without limiting the generality of the foregoing, no warranty, representation, promise, agreement, term or condition whether express or implied made by any employee, servant, agent or representative of the Seller shall be deemed to be included in or form part of these Conditions, or operate in any way collateral to these Conditions other than those warranties, representations, promises, agreements, terms or conditions which expressly appear in these Conditions.