BISON FILTERS - Terms and Conditions of Trade - All quotations and invoices are subject to the following conditions
Seller means Bison Filters Pty Ltd (ABN 15 610 934 622) and Buyer means the person or firm whose order for the purchase of goods is accepted by Seller.
1. Acceptance of Buyers Orders: These terms and conditions shall apply to every sales contract and sale of goods between Seller and Buyer. Any Terms and Conditions of Buyer’s order deviating from or inconsistent with these terms and conditions are expressly rejected by Seller. This rejection also extends to any statement by Buyer that Buyer’s terms and conditions shall prevail and to any stipulation by Buyer as to the manner of declaring such rejection.
2. A contract shall only be or be deemed to have been entered into between Seller and Buyer for the supply of goods when, upon an order having been placed upon Seller for goods, that the order has been accepted by Seller (such acceptance of order may be made and communicated by Seller in writing or by overt act of acceptance). The provisions of this clause 2 shall apply to every quotation or offer by Seller for the supply of goods.
3. In the event that the Buyer cancels delivery of goods the Buyer shall be liable for any loss incurred by the Seller (including but not limited to any loss of profits) up to the time of cancellation. The Seller reserves the right to suspend or discontinue the supply of goods to the Buyer. If the Seller is unable to supply all of the Buyer’s order, these terms and conditions continue to apply to any part of the order supplied.
4. The Buyer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Buyer or any change in the Buyer’s name and/or other change in the Buyer’s details (including but not limited to, changes in the Buyer’s address, facsimile number or business practice). The Buyer shall be liable for any loss incurred by the Seller as a result of the Buyer’s failure to comply with this clause.
5. Price: Where a written quotation has been given by the Seller, the selling price is the price specified in the quotation and may be accepted within 30 days. Unless otherwise stated, the selling price does not include GST. All such prices are subject to variation without prior notice. The Seller may charge a reasonable handling fee for all orders delivered to the Buyer. Prices advertised on the Seller’s website are current at the time of publication, and are subject to change up until an order has been placed by the Buyer.
6. Insurance: The Buyer must effect and maintain insurance with a recognized and reputable public insurance company for goods for their full insurable or replacement value (whichever is the higher) from the time they leave the Seller’s Premises until the time the title in the goods passes to the Buyer.
7. Payment Terms
7.1 Terms of payment are strictly cash unless an approved and properly maintained trading account has been established. In which case for trading accounts only are strictly net 30 days. (i.e. payment is due 30 days from the end of the month of purchase). Payment may be made via EFT, MasterCard, Visa or Amex and cheque is not deemed to be received until funds are cleared at bank. For buy-in or specially procured items payment is required with order. If a Buyer fails to pay any sum to the Seller by the due date then, although no demand for payment may have been made, the sum in respect of which such default is made or so much thereof as shall from time to time remain unpaid shall bear simple interest at the rate which is 2.5% in excess of the maximum rate per annum charged by the Seller’s bank on the due date on overdraft accommodation of the same amount, and such interest shall accrue and be recoverable from day to day. All other transactions, strictly cash. For non-account customers payment may be made via EFT, MasterCard, Visa or Amex but Cheques are not accepted.
7.2 The Seller reserves the right to suspend or cancel the supply of further goods and services if the terms of payment are not strictly adhered to by the Buyer, or if the Buyer is in breach of or default under any other subsisting agreement between the Seller and the Buyer.
7.3 If a Buyer with an outstanding amount places an order, the Seller reserves the right to deny the Buyer’s credit facilities.
7.4 All costs and expenses incurred by the Seller in recovering any outstanding money (including, without limitation, debt collection agency fee or lawyer’s costs) shall by paid by the Buyer.
7.5 To the extent permitted by law, the Seller reserves the right in its absolute discretion to decline credit or terminate existing credit arrangements with the Buyer.
8. Product Part No’s etc: Manufacturers’ names, part number/s and descriptions on invoice, brochure, website, catalogue or any other document are for reference purposes only and do not in any way imply anything referred to is the product of another company or an original equipment manufacturer.
9. Confirmation orders: Confirmation orders must be marked as such by Buyer. If not, Seller will consider Buyer’s order as original.
10. Claims, Returns and Credits: No claim for breakages, damage or shortages will be considered unless notified to the Seller within seven (7) days (or fourteen (14) days where delivery of the goods is outside Australia) of the date of the invoice. Goods may only be returned for credit subject to prior agreement with the Seller and then under the following conditions:
(a) Goods returned for credit will only be accepted if freight is pre-paid and the goods are in original packaging and re-sale condition. No returns accepted after 60 days.
(b) Breakages or damage caused in transit to or from the Buyers premises (including a destination of Buyers direction) will forfeit any credit.
(c) Under no circumstances will goods be accepted for credit where the goods have been specially ordered at the Buyer’s request whether procured locally or overseas.
11. Limitation of Liability
11.1 The Buyer acknowledges, agrees, represents and warrants that:
a) The use of the goods is outside the control of the Seller, and the Buyer is satisfied that the goods have (unless the goods are returned
pursuant to clause 10) the condition, characteristics, quality and attributes that will make them suitable or fit for any ordinary or special
purpose required for those goods, even if that purpose was made known to the Seller;
b) the Buyer has or will in a timely manner conduct all mandatory or prudent tests and apply all mandatory or prudent quality control checks and procedures to ensure the goods and any product that is produced from them will be without defect and suitable or fit for any purpose required for them; and
c) it has not relied upon any statement, representation, warranty, guarantee, condition, advice, recommendation, information, assistance or service provided or given by the Seller or anyone on its behalf, or apparently on its behalf, in respect of the goods, other than those that are expressly contained in these terms and conditions.
11.2 Subject to the remainder of this clause 11, the Seller offers no guarantee or warranty in respect of the goods it supplies to the Buyer, and all representations, conditions and warranties of any nature made in relation to the goods are expressly excluded from these terms and conditions and shall not bind the Seller.
11.3 If any action is brought against the Seller pursuant to Part 5.4 Division 1 of the “Schedule 2 of the Competition and Consumer Act 2010 (Cth) (as amended or replaced from time to time) (Australian Consumer Law)”, the Supplier’s liability will be as prescribed in Part 5.4 Division 1 of the Australian Consumer Law. If any other provisions of the Australian Consumer Law imply warranties or conditions or impose obligations on the Seller, the Seller’s liability will be limited, at the Seller’s sole discretion, to either:
(a) the replacement of the goods or the supply of equivalent goods;
(b) the repair of the goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the goods repaired.
12. Risk: Risk in the goods shall pass to the Buyer:
(a) at the point of delivery;
(b) when the goods come into the Buyer’s custody, including its carrier or forwarder; or
(c) on advice from the Seller that the completed goods are ready for delivery or collection
13. Property: Property in and legal beneficiary ownership of the goods shall remain with the Seller until the Buyer has made payment in full in cleared funds of the contract price of those goods and any other money owing by the Buyer to the Seller, and pending such payment the Buyer shall hold the goods as fiduciary bailee and agent for the Seller.
14.1 Processed or commingled goods: The Buyer agrees to retain the goods in a manner such that they are readily identifiable as Seller’s property, not in any way deal with, or part with possession of, the goods or part thereof or attempt to do so, handle and store the goods with due care and not use the goods for any other purpose whatsoever. For the avoidance of doubt and without prejudicing the Seller’s rights under the PPSA if the Buyer processes the goods or commingles the goods with other property in which case the Seller will have a Secured Interest in any processed and commingled goods. If the Buyer sells the goods to its Buyers, then the Seller will have a Security Interest in the proceeds of sale. The Buyer receives all proceeds (including any proceeds from insurance claims) in trust for the Seller and must keep the proceeds in a separate bank account until all liability to the Seller is discharged.
14.2 Personal Properties Securities Act 2009 (Cth) (“PPSA”): The Buyer acknowledges and agrees that by assenting to these terms and conditions, the Buyer grants a Security Interest (by virtue of the provisions of this clause 14) to the Seller in all goods previously supplied by the Seller to the Buyer (if any) and all other goods that will be supplied in the future by the Seller to the Buyer (or to your account) during the continuance of the relationship between the Seller and the Buyer. The Buyer undertakes to sign any further documents and/or provide any further information, (which information the Buyer warrants to be complete, accurate and up to date in all respects), or do any other things that the Seller reasonably requires (such as obtaining consents, completing, signing and producing documents and supplying information):
(a) to perfect and maintain the perfection of the Seller’s Security Interest (including by registering a financing statement or financing change statement on the Personal Property Security Register (“PPSR”)) and ensuring that the Security Interest is enforceable, perfected and otherwise effective;
(b) for the purpose of enabling the Seller to apply for any registration, or give any notification, in connection with a Security Interest so that it obtains the priority reasonably required by the Seller; and
(c) for the purpose of enabling the Seller to exercise powers in connection with a Security Interest.
The Buyer agrees to:
(a) meet its own costs together with all of the reasonable costs of the Seller (and its legal advisers) in connection with this clause 14 and will indemnify and upon demand reimburse the Seller for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing goods charged by a financing statement or financing change statement;
(b) not register a financing change statement or a changed demand in respect of the goods without prior written consent of the Seller; and
(c) give to the Seller 14 days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including, but not limited to changes in the Buyer’s address, facsimile number, email address, or business practice) and immediately advise the Seller of any material change in its business practices of selling the goods which would result in a change in the nature of proceeds derived from such sales.
The Security Interest will continue until the Buyer has paid all amounts owing.
14.3 Contracting out and Waiver: Without limiting any other provision of these terms and conditions the Seller is not required to give any notice under the PPSA (including a notice of a verification statement under section 157(3) of the PPSA in respect of any financing statement or financing change statement relating to the Security Interest) unless the notice is otherwise required by the PPSA.
To the fullest extent permitted by the PPSA, the Seller and the Buyer contract out of section 115, except section 115(g) in relation the Seller’s right to seize collateral, of the PPSA and the Buyer agrees to waive its rights referred to in sections 115(1).
Pursuant to section 123 of the PPSA, if the Buyer defaults in payment of the contract price or any other money owing by the Buyer to the Seller, the Seller and its nominees shall have the right to enter the premises where the goods are believed to be stored to take possession of all or any of the goods, and for this purpose the Buyer shall grant or cause to be granted reasonable access rights and the Seller shall be entitled to do all things required to secure possession without liability for the tort of trespass, negligence or payment or any compensation of the Buyer whatsoever.
14.4 Definitions: For the purposes of this clause 14, unless something else is clearly indicated,
PPSA means the Personal Property Securities Act 2009 (Cth), any regulation made at any time under the PPSA (each as amended from time to time) or any amendment made at any time to any other legislation as a consequence of the PPSA;
Security Interest means:
(a) security interest under the PPSA or security for the payment of money or performance of obligations, including a mortgage, pledge, lien, charge, assignment by way of security, hypothecation, secured interest, title retention arrangement, preferential right, trust arrangement or other arrangement (including, without limitation, any set-off or "flawed-asset" arrangement) having the same or equivalent commercial effect as a grant of security;
(b) a purchase money security interest, whereby a security interest taken in collateral, to the extent that it secures all or part of a purchase price; or
(c) an agreement to create or give any arrangement referred to in paragraph (a) or paragraph (b) of this definition.
15. Delivery Time: Seller may deliver the goods by installments or partial shipments and Buyer will accept each delivery. Requirements of Buyer shall not be a condition of the essence of the contract. Seller shall be under no liability for direct or consequential loss or damage to Buyer arising from delay or postponement in delivery.
16. Clerical errors: Clerical errors in computations, typing or otherwise of catalogue, quotation, acceptance, offer, invoice, delivery docket, credit note & specification of Seller shall be subject to correction.
17. Laws: The laws of South Australia apply to these Terms and Conditions and any account opened in the name of the Buyer.
These Terms and Conditions include standard Terms and Conditions of Contract of Seller.
