Terms of Trade for Wholesale Supply of Goods
Effective 1 July 2017
This Agreement is between the supplier (referred to as Girl + Boy, we, our or us) and the customer (referred to as you or your) and consists of these Key Terms and the General Conditions.
Payment terms: 14 days after invoice and delivery of goods
Annual interest rate on late payments: 15% per annum
Period for returning obviously defective goods: 14 days after delivery
Jurisdiction and governing law: New South Wales, Australia
When purchasing goods for re-sale from Girl + Boy, there are a few important items to note;
1. Minimum wholesale order value is $500.
2. All items on our website are subject to GST, all prices shown in wholesale price lists are exclusive of GST.
3. Goods remain the legal property of Girl + Boy until paid in full.
4. Prices are subject to change without notice.
5. The sale of goods is subject to our standard Wholesale Terms of Trade as detailed below.
6. We require 20% pre-payment (non refundable) of the invoice for new customers and pre-order agreements.
7. Lead time from receipt of invoice payment to delivery to door is 100 days for pre-orders.
8. Where we have stock on hand, lead time will be within 14days upon receipt of deposit.
1. Effect of this Agreement
The Agreement applies in relation to any goods we sell you even if it is not signed and it overrides any inconsistent terms or conditions in any purchase orders or other documents you use (unless we specifically sign a document agreeing otherwise).
Prices and other details in any quotation, pro forma invoice or other document that we provide are only valid for 30 days or such other limited time period as stated in the document.
3. Our Offer to Trade
This agreement sets out the respective rights and obligations of you and Girl + Boy on approval of a trading Account by us.
New customers are all C.O.D (non refundable pre-payment) of 20% of invoice total, with the subsequent amount being paid upon receipt of the goods. Pre-payment invoices may be paid by EFT, credit card or direct bank deposit and are required before an order will be dispatched.
The Applicant understands that all or part of or in part of this Agreement may be deleted, altered and/or inclusions made without your prior consent and/or notification. Where practicable we will notify you, in writing prior to inception, but we are not bound by this Agreement to do so. A new Account Application is required for any change to your business ownership or business structure. Girl +Boy may reject or refuse to accept an Account Application form without notifying cause or reason.
You acknowledge that once you place an order with us, we may order or manufacture goods especially for you and we may not permit you to vary or cancel the order unless you compensate us for the losses we incur or we otherwise consent.
5. Ordering Minimums
For first time customers of Girl + Boy the minimum order value is $500.
6. Order Acceptance and/or Refusal
We may accept or decline, in whole or in part, an order from you.
7. Price and price increases
We will notify you of the price for the goods when you place your order. We may increase the price if there is an increase in our costs between the date of an order and the date the goods are ready for delivery. If this occurs, you may cancel the order but we will not be liable for any losses you incur in connection with the cancellation.
8. Pricing and GST
All prices are subject to change without notice. Please refer to your invoice or our website for current pricing. Our price lists and wholesale brochures should be used as a guide only. Prices are quoted before freight charges and are exclusive of GST.
Price is per Item (not per carton or per display, unless otherwise indicated).
Unless otherwise stated, the prices for the goods are exclusive of Goods and Services Tax (GST). You must pay GST at the same time and in the same manner as the consideration for the goods. We will give you a tax invoice showing the applicable GST.
We will use reasonable endeavours to deliver the goods to the delivery point and on the date requested in your order. However, we will not be liable for any losses you suffer as a result of a delay or failure to deliver the goods.
All goods and invoices must be checked on arrival. All shortages, incorrect or damaged goods must be notified to us with 14 days of receipt, otherwise claims will not be recognised.
Goods for return will not be accepted without prior arrangements and authorised by an officer of the company. All freight charges will be on account of the buyer unless otherwise waived and approved by us.
11. Delivery Charges
A freight fee is charged on invoice and is GST applicable. This charge will be dependent on items ordered and delivery address.
For orders under 25kg within Metropolitan areas of Australia’s capital cities, a $15.00 + GST flat rate will be applied. Delivery areas outside Metropolitan areas will be quoted and charged at cost.
For all order over 25kgs within Metropolitan areas of Australia’s capital cities, a flat fee of $55.00 plus GST applies. Delivery areas outside Metropolitan areas will be quoted and charged at cost.
All deliveries are made using Border Express national freight, and orders outside of Metropolitan areas will be charged at a dollar rate per kilogram as established by Border Express, plus a consignment free of $15.00 per order.
Please contact our office for details of freight charges for relevant goods or orders. No free freight service is provided, however delivery rates can also be negotiated with our list of distributors.
12. Order Cut-Off Times and Dispatch Schedule
All orders are dispatched from Sydney, New South Wales. Lead time to delivery from payment of invoice until delivery to your door is approximately 100 days.
13. Payment Methods
The Applicant acknowledges that Girl & Boy accepts payments by means of:
Credit card (Visa & Mastercard only) and EFT payments.
All credit card payments currently do not incur a merchant fee.
Paypal - firstname.lastname@example.org
If paying via EFT, please email us through remittance advice as proof of payment to email@example.com
14. Risk in the goods
Risk in the goods will pass to you when you take possession of them.
15. Return of obviously defective goods
You must inspect the goods on delivery and may return them as defective if they:
• are not of acceptable quality (as defined in the Australian Consumer Law); or
• do not conform to an agreed specification.
The period for returning obviously defective goods is set out in the Key Terms. If you fail to return the goods (or notify us of any shortfall in the quantity delivered) within this period, you must pay for them in full despite any shortfall or defects (other than non-obvious or latent defects that you could not be reasonably expected to have identified within the time period).
We will cover the charges for returning the goods if we accept that they are defective.
16. Payment terms
You must pay us for the goods on the payment terms in the Key Terms. However, if we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or the amount would exceed our credit limit, we may require you to pay for the goods on or before delivery.
17. Interest on late payments
If you fail to pay us strictly within the payment terms then you must pay the annual interest rate on late payments in the Key Terms. The interest will be calculated daily on the amount outstanding.
18. Title and our security interest
Although you will assume the risk in the goods when you take possession, until you pay for them:
• we will retain ownership and title;
• you hold them on our behalf as fiduciary
19. Closure of an Account
We reserve the right to close your Account, without notice and without reason. However, we will attempt to notify you, in writing, at a time practicable to us. Some reasons include, but are not limited to:
Your Account is in default.
Improper trading practices.
A history of continued late payments.
Providing to us false or misleading information.
Failing to advise changes to information given as per the Account Application document.
If the business ownership changes.
20. Personal Property Securities Act (PPSA)
You acknowledge that under the Personal Property Securities Act 2009 Cth (PPSA):
• this Agreement constitutes a security agreement;
• you grant us a purchase money security interest in the goods and any proceeds; and
• we may register a financing statement on the Personal Property Securities Register (PPSR),
You agree to provide information and do anything we reasonably require for us to register, maintain and enforce our security interest.
21. Provision of information under PPSA not required
You waive the requirement to provide information under various provisions of the PPSA. In particular, you agree that as provided for in:
section 157 – we are not required to give you a verification statement;
section 144 – we are not required to give you notices under section 95, 118, 121, 130, 132 and 135; and
section 275 – we are not required to provide interested persons with information relating to our security interest and neither are you.
22. Terms defined in the PPSA
Terms defined in the PPSA (including purchase money security interest, verification statement, proceeds and various other terms) have the same meaning when used in this Agreement.
23. Enforcement expenses
You must pay any reasonable expenses (including legal fees) we incur to enforce our rights under this Agreement.
24. Goods supplied on a wholesale basis
You confirm you are purchasing the goods on a wholesale basis to on-sell or re-supply to your customers and that as such you may not be entitled to all of the consumer guarantees under the Australian Consumer Law.
25. Our warranties
We warrant that the goods we deliver will:
• match the description in the invoice and any agreed specification;
• be free of third party claims or undisclosed securities; and
• be of acceptable quality as defined in the Australian Consumer Law.
26. Limitation of liability
We limit our liability in relation to the sale of goods to you as follows:
• apart from the warranties in this Agreement or any express guarantees, we exclude all warranties and guarantees (whether written or oral);
• our liability for any claims (whether for negligence, breach of contract or statute) is limited at our option to either:
(i) replacing the goods or supplying equivalent goods; or
(ii) repairing of the goods; or
(iii) paying you the cost of having the goods replaced or repaired; and
• we are not liable for any indirect, incidental, special and/or consequential losses, liability, costs or damages; any loss of business opportunity, production, profits or savings; or any reasonably foreseeable losses.
However, this limitation of liability does not apply if it would restrict, modify or exclude your rights in a way that is not permitted under the Australian Consumer Law or other applicable laws.
We may vary this Agreement by giving you written notice at any time. The variation will only affect future orders.
28. Jurisdiction and governing law
The jurisdiction and governing law in the Key Terms apply to this Agreement. The courts of the jurisdiction are entitled, non-exclusively, to resolve disputes about this Agreement.