TERMS AND CONDITIONS OF SALE
These general terms and conditions of sale apply where Chemrose Suppliers Pty Ltd (“Chemrose”) supplies products to a customer (“Customer”) under a contract where for the purpose of these terms and conditions and unless the context otherwise requires:
“Conditions” means these Terms and Conditions of Sale.
“Contract” means the contract formed in accordance with clause 2, consisting of the relevant purchase order and these Conditions.
“Loss or Damage” includes all types of property, pecuniary or other loss or expense or damage, including direct indirect consequential loss or damage and loss of profits or revenue or production capacity.
2. CONTRACT AND INFORMATION
A binding contract will form between Chemrose and the Customer if Chemrose accepts a purchase order (including an online order or Order Form) from the customer. Any terms and conditions on the purchase order are immediately negated in their entirety and superseded by these terms and conditions.
The Contract will constitute the entire contract between the parties in connection with the sale of any products and all prior written correspondence or material, representations or discussions shall have no effect.
No waiver modifications or variation of the Contract shall be valid or accepted or bind Chemrose unless expressly agreed to in writing by an authorised representative of Chemrose. Unless otherwise stated in a proposal by Chemrose any offer to supply products is valid for 30 days from the date of the offer.
The Customer may only cancel the Contract with Chemrose’s consent and only on the basis that the Customer meets all Loss or Damage incurred by Chemrose because of the cancellation of the Contract.
4. PRICE VARIATION
Chemrose may vary the prices without notice. Goods will be invoiced at the price that applies at the date of despatch.
These trading terms and conditions are subject to change without notice.
Products supplied are to a standard as determined by Chemrose.
7. SALE OF GOODS ON CREDIT TERMS
Where no credit terms arrangement has been agreed by Chemrose, the Customer shall pay the full amount due before any delivery of the products.
The Customer may apply for Credit Terms on the Chemrose Credit Application Form. Credit Terms approved by Chemrose are subject to change without notice.
Unless otherwise approved by Chemrose in writing, payments on credit accounts must be received within 30 days of the invoice date. Payment of any amount due by use of a credit card (only Visa or Mastercard) will attract a cost-based fee, equal to the amount that it costs Chemrose to accept the payment, which will be added at the time of receipt of the amount by Chemrose.
The customer shall pay interest at the rate of 15% per annum calculated monthly on any amount not paid by the due date.
8. TITLE AND RISK
Title in the products shall pass to the Customer upon payment of the amount due in full together with any interest due. Risk in the products shall pass to the Customer upon delivery.
9. RETURN OF GOODS AND CLAIMS
Products may not be returned without prior approval of Chemrose. If approved, products may be returned if in substantially the same condition as initially delivered, Claims for defective goods or short supply will only be considered if received by Chemrose in writing within 7 days of delivery or if written on the delivery docket signed by the Customer and immediately returned with the cartage contractor. Claims requiring proof of delivery will not be accepted after 30 days of the date of invoice.
10. EXPRESS WARRANTY
Other than as expressly provided herein Chemrose provides no other implied or express warranty to the Customer in relation to the products.
If a product is defective and the Customer advises Chemrose of that defect in accordance with subclause 9 Chemrose shall resupply the product but will not be liable for the removal of any defective products or for any Loss or Damage.
The Customer shall take all reasonable steps to inform itself (including the reading and understanding of any relevant material safety datasheets or like documentation), its employees and agents in the use, handling, treatment, and application of the products. Chemrose shall not be liable for any Loss of Damage or injury arising in connection with or from the use of the products or by method of application.Chemrose shall have no obligation under this warranty herein until the full payment by the Customer of any and all monies owed to Chemrose is received and/or the Customer is within any current applicable Customer credit limit as approved by Chemrose.
11. FORCE MAJEURE
Chemrose shall not be liable for any delay Loss or Damage or injury arising by reason of any event beyond its control and without limiting the generality of the foregoing such events including industrial disputes, the unavailability of equipment materials or labour, fire, flood, machinery breakdown, civil disturbance, acts of God or government or similar statutory or regulatory action. Customer shall not be relieved from any obligation to accept or pay for products by reason of any delay in delivery.
12. STATUTORY REQUIREMENTS
Should any term or condition be deemed by legislation to be void, voidable or unenforceable then that term or condition shall be severed, and the remaining terms and conditions shall continue with full force and effect.
All notices given under or in connection with this contract shall be in writing and given or delivered to the address of the Contact Person specified in the Application for Credit Account or at its registered office.
14. DISPUTES AND GOVERNING LAW
The Customer and Chemrose agree to advise each other of a senior representative who will use their best endeavours to together resolve anydispute. Any dispute that fails to be resolved through that process is to be resolved by mediation at ACICA and by a mediator appointed by the ACICA
Any claims, disputes or suits between the parties hereto shall be governed by, and construed and enforced in accordance with, the laws and courts of the New South Wales
Chemrose collects information regarding the identity of directors and proprietors of a Customer for the purposes of assessment of a Customer’s application for credit terms. Accordingly, Chemrose will disclose that information to the extent deemed necessary to credit advice bureaus and to banks and referees provided by the customer. Chemrose will protect that information and will not share that information with any third party.
16. LIMITATION OF LIABILITY
Chemrose and its directors, employees, consultants, contractors, and agents shall not be liable to the Customer:
- under or in connection with the contract
- in tort for negligence or otherwise
(iii) otherwise at law (including by statute to the extent it is possible to exclude liability) and in equity generally including without limitation for restitution for unjust enrichment for any Loss or Damage which is not expressly provided for by contract.
To the extent that Chemrose is liable under contract then Chemrose’s liability to the Customer will be reduced to the extent that the Customer contributed to the Loss or Damage and in any event and in the aggregate is limited to the Contract sum.
17. SURVIVAL OF OBLIGATIONS
The following clauses 1, 2, 3, 8, 9, 10, 16 and17 will survive termination or completion of the Contract.