SEAGA GROUP AUSTRALIA PTY LTD: ACN 123 079 612
TERMS AND CONDITIONS OF SALE
VARIATIONS: Seaga reserves the right to change these
terms at any time.
Prices are subject to change without notice and will be charged at the relevant
price ruling on the date of invoice.
Prices do not include any GST or other tax or duty, which is payable in
addition to the price and is to be paid at the time of payment for the goods or
services (if any goods are to be exported from Australia on a GST zero basis,
it is a condition that such goods be exported within the applicable legal time
limit and the Customer must pay any GST amount to Seaga on demand if the GST
zero-rated status does not apply or is lost).
Recommended retail prices are recommendations only and there is no
obligation to comply with that recommendation.
Where no credit arrangements have been agreed to in writing by Seaga, the total
purchase price for the goods or services supplied shall be due for payment in
cash or by cleared funds by electronic funds transfer prior to delivery. In the event a credit arrangement is
approved, the Customer shall make payment within 30 day of invoice (unless
otherwise agreed by Seaga) , free of any set off, counterclaim or any other
deduction. Payments made using credit card will incur a fee, which fee will depend
on the type of credit card used.
ACCOUNT: Any credit facility granted by Seaga
to the Customer shall continue until terminated by Seaga in its sole
discretion. Notice of termination by Seaga of any credit facility may be communicated
to the Customer in writing or verbally, and may take effect immediately.
Any credit account approved by Seaga is
granted by Seaga based on information supplied by and representations made by
or on behalf of the Customer. For that reason, the Customer shall inform Seaga
of any changes in the ownership of the Customer whether total or partial, by
forwarding to Seaga notice in writing within 14 days of that change occurring.
Until such notice is received by Seaga, the
Customer (whether acting in its own capacity or as trustee of a trust), shall
hold Seaga indemnified against all losses, unpaid accounts, interest, damages
costs, charges, fees and expenses of any nature whatsoever incurred or suffered
by Seaga in trading with any person, company (including the same company but
with a different shareholder or shareholders) or other entity (including a
trust) that uses the Customer’s previously approved credit account for that
Orders by the Customer constitute an offer which is capable of being accepted
by Seaga. Orders once accepted cannot be
cancelled or varied without the prior written consent of Seaga. Any custom
orders or orders of non-stock products are binding and such products are non-returnable.
The Customer agrees that it relies on its own knowledge, skill and judgment in
ordering products from Seaga and has not relied upon any representation by
The means of delivery shall be at Seaga’s discretion. The Customer must pay the
cost of delivery. Seaga reserves the right to deliver goods in part
deliveries. Special delivery
arrangements may be charged to the Customer.
Should the Customer request that Seaga provide proof of delivery and
Seaga incurs any cost or out of pocket expense in doing so, the Customer must
immediately reimburse Seaga for any such cost or out of pocket expense.
Seaga may, at any time prior to delivery
of goods, cancel the contract in respect of such goods without penalty or
compensation to the Customer other than refunding to the Customer the amount of
the price paid to Seaga for such goods.
RETURNS: Delivered goods may not be returned unless
defective or damaged in transit. Any goods returned must be at the Customer’s
cost and must be in original and saleable condition. Seaga reserves the right
to request proof of return.
AND LABELLING: The Customer acknowledges being informed by Seaga that:
goods require proper storage, handling and display to maintain quality
plates paper and packed chemicals may deteriorate if not stored and handled in
original sealed packages;
products are packaged for sale to Customer in their original packages on which
are set out marks numbers references and other Information. Consumers may be
disadvantaged or even misled if these packages are covered, defaced, altered,
erased or otherwise misused
trademarks and trade dress or get-up are protected by law from misuse, eg
infringement forgery or passing off.
INSTALLATION: The price of goods does not include installation unless agreed in
writing. Any installation by Seaga shall
be during normal working hours and only after the site has been properly
prepared by the Customer at the Customer’s expense.
10. DELAYS: Seaga shall not be liable for
delays in delivery of goods or services. Delays shall not affect the Customer’s
obligation to make payment for such goods or services.
11. CLAIMS: Claims for defective or damaged
goods or order discrepancies must be made in writing within fourteen (14) days
of delivery. Seaga will not be liable for any claim made after that time. Lodgement
of a claim shall not affect the Customer’s obligation to make payment for such
goods. For all claims for defective or damaged goods, the entire defective or
damaged product must be returned to Seaga failing which the claim may be rejected.
12. TITLE AND RISK: The risk in the goods
supplied shall pass to the Customer on delivery but title and ownership in them
shall not pass until the Customer has made payment in full for such goods and
all other amounts owing to Seaga by the Customer.
13. BAILEE: Until payment is made in full by
the Customer for the goods, the Customer holds the goods as fiduciary bailee
for Seaga. The Customer shall store the goods separately from other goods such
that they are clearly identifiable as the property of Seaga, and in such a
manner to prevent the deterioration of them. The Customer will keep separate
records in respect of the all goods held as bailee for Seaga.
14. SECURITY INTEREST: To secure the
obligations of the Customer arising under these terms, the Customer provides a
charge over all goods supplied by Seaga to the Customer and the proceeds from
the sale thereof, and all present and future property of the Customer including
real property. The security interest given by the Customer is given as
beneficial owner. If the Customer is the trustee of a trust, the Customer
acknowledges that the security interest given by it applies to the assets of
the trust. Seaga may register a financing statement on the PPSR in respect of
the security interest and the Customer irrevocably waives any rights to receive
a copy of the verification statement.
The Customer agrees not to grant any security interest over any of its personal
property (except in the ordinary course of business) or a security interest in
any account as original collateral under s64 of the PPSA.
15. EVENT OF DEFAULT: If an event of Default
occurs or is continuing all monies owing by the Customer to Seaga will become
immediately due and payable in full and Seaga may immediately enforce these
terms, which action may (without prejudice to any of its other rights) include;
payment in full of all monies due
or suspend any outstanding orders or the delivery of any goods
and resell any or all unpaid goods supplied by Seaga and enter upon the
Customer’s premises or any other place where the goods are stored by its
servants or agents for that purpose. The Customer grants to Seaga an
irrevocable right and authority to so enter, recover and re-sell.
from the Customer or deduct from or set-off against any amount Seaga may owe to
the Customer, including amounts for any damages, loss or cost (including legal
costs on a full indemnity basis, general debt recovery costs, out of pocket
expenses and any costs resulting from the entry, recovery and re-selling of
goods) to Seaga relating to the Default by the Customer or the enforcement of
these terms by Seaga.
a receiver and manager to any of the Customer’s real or personal property. The
Customer agrees that any such receiver and manager has the powers conferred by
the Corporations Act 2001 (Cth).
any security interest.
16. INTEREST: The Customer will pay interest
on any overdue amount at the rate prescribed by the Penalty Interest Rates Act
1983 (Vic) plus 2% calculated on a daily basis until paid in full.
17. WARRANTIES: Seaga warrants to the Customer
that clear title to goods passes to the Customer when ownership passes. To the
extent permitted by law, Seaga excludes all conditions warranties, terms and
consumer guarantees implied by law (including the Australian Consumer Law)
arising in connection with a supply of goods or services.
18. LIMITATION OF LIABILITY: To the extent permitted
by law, Seaga excludes any liability in contract, tort (including negligence)
or otherwise, in connection with the supply of goods and services for any
indirect damages or losses, or for any special, punitive or exemplary damages.
To the extent permitted by law, Seaga’s
liability in any case of defect or fault is limited to:
the goods or supply equivalent goods;
the cost of replacing or acquiring equivalent goods
to repair the goods
the service again; or
the costs of that service
19. INDEMNITY: The Customer shall indemnify
Seaga against any loss or damage (including legal costs on a full indemnity
basis, disbursements, general debt recovery costs, and out of pocket expenses) arising
out of any act of Default or any act, omission or representation made by the Customer
or a servant or agent of the Customer.
20. UN CONVENTION EXCLUDED: The United Nations Convention on Contracts for
the International Sale of Goods does not apply.
21. WAIVER: No delay or failure to act is a
waiver. No waiver is effective unless it
is in writing. A waiver of a breach is not a waiver of any other breach.
22. NO AUTHORITY: The Customer has no authority to pledge the
credit of Seaga or represent to any party that Seaga has an interest in the Customer’s
business. The Customer must not represent that it is an agent of Seaga.
the Customer comprises more than one person, each of those persons’ liability
is joint and several.
terms form an essential part of the contract between the parties.
contain the entire agreement in respect of the supply of goods or services to
the Customer. If these terms are
inconsistent with any terms of a Customer’s order, these terms shall prevail.
any provision of these terms are unenforceable for any reason, it will not
invalidate any other provision which will remain in full force and effect
despite that invalidity.
any dispute arises in connection with the supply of any goods or services
arises, the Customer agrees to pay Seaga the amount of any disputed invoice. To
the extent permitted by law, until complied with, the obligation to pay the
invoiced amount shall operate as an absolute bar to any defence, claim or
action by the Customer.
indemnity and payment obligation of the Customer under these terms is a
continuing obligation, separate and independent from all other obligations, and
survives termination of these terms.
certificate signed by Seaga or its representative as to the amount due and
payable by the Customer or as to the delivery of goods is conclusive evidence
of such matters as at the date of any such certificate, unless proven wrong.
terms are governed by the laws of Victoria and the Customer submits to the
non-exclusive jurisdiction of Victoria.
24. INTERPRETATION and DICTIONARY: In this
contract, unless the context otherwise requires or is specifically otherwise
to a party or a person includes any form of that entity and their respective
successors, assigns and representatives
are in Australian dollars
Customer means the party placing an order with Seaga for the
purchase of goods or the performance of services, and the applicant of an
application for credit account
i. If the Customer has failed to pay any
money when due to Seaga;
ii. The Customer breaches these terms and
iii. An Insolvency Event occurs or is
Insolvency Event means:
i. The Customer is, or under any legislation
is presumed to or taken to be, insolvent;
ii. The Customer goes into administration or
liquidation, or an order is made, proceedings are commenced, or a resolution is
passed or proposed in a notice of meeting for the Customer to be placed into
administration or liquidation;
iii. A receiver or receiver and manager is appointed
in respect of the Customer, or the Customer amalgamates with any other
person(s) without the prior written consent of Seaga; or
iv. The Customer ceases, suspends or threatens
to cease or suspend the conduct of all or a material part of its business or
disposes of or threatens to dispose of a material part of its assets.
PPSA and PPSR
means the Personal Property Securities
Act 2009 (Cth) and the Personal Properties Securities Register,
Seaga and Seaga
Group means Seaga Group Australia Pty Ltd