TERMS AND CONDITIONS OF TRADE (as at 9/2012)
To the fullest extent legally permissible all dealings between ALTIMATE and the Customer relating to any goods and/or services are
subject to the following terms and conditions [Terms] of trade unless otherwise agreed in writing:
1. PAYMENT may be made by cash, cheque, bank cheque or EFTPOS. Visa and MasterCard are accepted subject to a 2% processing fee. ALTIMATE may use the money it receives in respect of the Customer’s debt to pay off whichever part of the said debt it chooses. Payment shall be made by the Customer without deduction or set off whether legal or equitable.
2. TERMS OF PAYMENT: The Customer must pay each invoice in accordance with the terms approved by ALTIMATE or by such other time as required by ALTIMATE from time to time.
3. INTEREST will be charged on overdue accounts at the rate prescribed by the Penalty Interest Rates Act 1983 (Vic) plus 2%.
4. RETENTION OF TITLE: Until all accounts owed by the Customer to ALTIMATE are fully paid:
(a) ALTIMATE shall retain ownership of the goods;
(b) the Customer shall hold such goods as bailee only;
(c) the Customer shall be liable to ALTIMATE in respect of any loss or damage to the goods during such bailment;
(d) ALTIMATE may enter the Customer’s premises (or other premises where the goods are located) without liability for trespass or any resulting damage and retake possession of the goods; and
(e) ALTIMATE may keep or resell any goods repossessed pursuant to (d) above.
5. PERSONAL PROPERTY: The Customer agrees that:
(a) the goods retained by ALTIMATE in accordance with 4(a) above represent a security interest within the meaning of the Personal Properties Securities Act 2009 (Cth) (PPSA); and
(b) sections 95, 130, 132(3)(d), 132(4), 135 and 143 of the PPSA will have no application to the agreement between ALTIMATE
and the Customer in respect of these Terms: and
(c) the Customer waives its rights to receive a notice under section 157 of the PPSA.
6. LIMITATION OF LIABILITY: The Customer agrees that ALTIMATE shall under no circumstances be liable for special, incidental or consequential damages including loss of profit or opportunity which may arise from the sale of goods or services by ALTIMATE to the Customer and the maximum liability for all direct damages, if any, arising out of any action by the Customer shall be limited to the resupply of the goods or services provided or an amount not to exceed the price of the said goods or services.
7. EXCLUSIONS: The Customer agrees that the Customer is relying on its own knowledge and expertise in selecting any goods or procuring any services from ALTIMATE and any advice or assistance given to the Customer by or on behalf of ALTIMATE shall be accepted by the Customer at the Customer’s risk.
8. CANCELLATIONS AND RETURNS: The Customer agrees that the Customer:
(a) shall not cancel the whole or part of an order without the prior written approval of ALTIMATE;
(b) shall not return goods unless:
(i) the goods are in unused condition with unopened and undamaged packaging; and
(ii) ALTIMATE has consented to the return in writing.
9. SOLVENCY: The Customer agrees that:
(a) it represents to ALTIMATE that the Customer is solvent and able to pay its debt to ALTIMATE each and every time it places
an order on ALTIMATE for goods or services; and
(b) when any order is placed by the Customer, it will inform ALTIMATE of any material fact that may influence ALTIMATE’s
decision to grant the Customer credit and that any failure to make such a disclosure will be deemed to be misleading and
deceptive conduct on the part of the Customer.
10. GOODS & SERVICES TAX: Unless otherwise stated all prices quoted by ALTIMATE are exclusive of Goods and Services Tax (GST). Where a GST is payable by ALTIMATE on any goods or services supplied by ALTIMATE to the Customer, then the Customer must pay ALTIMATE the full amount of that GST.
11. FORCE MAJEURE: ALTIMATE shall not be or be deemed to be in default or breach of any contract as a result of Force Majeure,
including any cause beyond the reasonable control of ALTIMATE.
12. CREDIT LIMIT: ALTIMATE may vary and/or withdraw the Customer’s credit facility at its discretion without any liability to the
Customer or any other person.
13. APPLICABLE LAW this Agreement and any dispute arising between ALTIMATE and the Customer will be governed by the laws of
Victoria and the Customer agrees to submit to the jurisdiction of the Courts of that state.
14. RECOVERY OF COSTS: The Customer shall pay all costs and expenses (including legal costs on an indemnity basis) incurred by
ALTIMATE or its agents in respect of the Customer in relation to the collection of debts, the possession of goods or otherwise.
15. DELIVERY:
(a) ALTIMATE may at its discretion arrange delivery of goods to the Customer at the Customer’s cost and risk.
(b) ALTIMATE shall not be liable for any loss, damage or delay occasioned to the Customer or its customers arising from late or
non-delivery of the goods.
16. OTHER TERMS: The Customer may not impose its own terms and conditions of purchase on ALTIMATE.
17. DEFAULTS: Upon the appointment of an Administrator, Receiver, Receiver and Manager, Liquidator or Trustee in Bankruptcy to the Customer or a breach of any of these Terms by the Customer, ALTIMATE may inter alia retain all moneys paid, cease further deliveries, recover from the Customer any loss of profits arising and/or at ALTIMATE’s election take immediate possession of the goods not paid for without any prejudice to any other rights ALTIMATE may have and without ALTIMATE being liable in any way to
any person.
18. CREDIT INFORMATION: The Customer consents to ALTIMATE (subject to its obligations under the Privacy Act 1988 (Cth)) at any time collecting, using and / or disclosing any information whatsoever about the Customer from or to any person or agency in relation to any investigations as to the creditworthiness of the Customer.
19. NOTICE: The Customer agrees that it shall be deemed to have notice of any change to these Terms when posted by ordinary mail to the address of the Customer by ALTIMATE and three (3) working days have elapsed.