Terms & Conditions of Sale and Delivery & Return policy

1. DEFINITIONS

“FTP” means Fill The Pallet, a wholly owned enterprise of GMID Australia Pty Ltd.

“Company” means GMID Australia Pty Ltd (ACN 613 740 346) of:

F2, 272-284 Frankston-Dandenong Rd, Dandenong South VIC 3175

“Purchaser” means the purchaser of the Goods specified in any invoice; and

“Goods” means the products and services specified in any invoice rendered by the Company.

“Pallet Load” means a collection of goods packaged onto an Australian standard pallet (1165mm x 1165mm, to a height not exceeding 2200mm and a weight not exceeding 2000kg.

“Shipping” means transport of goods by, road, rail, air or sea to the purchaser’s shipping address.

“Insolvency Event” means, in relation to a party, any one or more of the following events or circumstances:

(a) Being in liquidation or provisional liquidation or under administration;

(b) Having a receiver, receiver and manager, administrator or liquidator (whether provisional or otherwise) of that person or that person’s property or anyone else who (whether or not as agent for the person) is in possession, or has or analogous person appointed to it or any of its property;

(c) Being taken under section 459F (1) of the Corporations Act 2001 (Cth) (“Corporations Act”) to have failed to comply with a statutory demand;

(d) Being unable to pay its debts or being otherwise insolvent;

(e) Becoming an insolvent under administration, as defined in section 9 of the Corporations Act;

(f) Entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;

(g) Any analogous event or circumstance under the laws of any jurisdiction; or

(h) Any step or being the subject of any action that is reasonably likely to result in any of the above occurring,

Unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation approved by the other party.

2. GENERAL

These terms and conditions govern all contracts for the sale or supply of Goods by the Company unless otherwise agreed in writing.

3. ORDERS

All orders are received subject to acceptance by the Company and the Company and the Purchaser agree all orders are given and accepted subject to these terms and conditions.

No order placed with the Company and accepted by it may be cancelled without the Company’s written consent and on such terms as the Company may stipulate.

4. TAX

Goods and Services Tax will be charged on all Goods. Prices quoted by the Company are exclusive of GST.

5. PRICES

Prices are subject to change without notice.

6. DELIVERY

6.1. Delivery of goods will be made by third party logistics partners.

6.2. Delivery dates given by the Company are approximate only and rely on prompt receipt of all necessary information regarding the order.

6.3. The Company will use its best efforts to meet an estimated date of delivery but will not be liable for any claim loss or expense sustained or incurred by any person and arising out of or as a result of any delay in delivery due to any circumstance whatsoever.

6.4. Delivery discrepancy claims must be notified to the Company within 7 days after receipt of Goods. The notification must include details of the original invoice number.

7. LIABILITY FOR DELIVERY COSTS AND RISK

The following applies to all purchases of Goods from the Company:

7.1. The cost of delivery will be calculated at time of order and included on invoice/quotation.

7.2. Our business model relies on the consolidation of goods into standard pallet loads for shipping. Whilst all efforts are made to accurately calculate the dimensions of goods at ordering, over lading may occur. Should this happen the company will contact the purchaser to discuss options to adjust the order composition to fit a standard pallet load.

7.3. Risk and title of the goods will be retained by the company during transport. Risk (but not title) in the Goods will pass to the Purchaser upon delivery.

9. CLAIMS

9.1. The purchaser shall inspect all goods immediately upon receipt of delivery and, within 7 days of receipt, must give notice in writing to the company of any proposed claim. Such claims must state:

9.1.1. the relevant packaging slip/consignment note/delivery docket and invoice number as relates to the goods.

9.1.2. the date and place of delivery in respect to the goods.

9.1.3. the grounds upon which the purchaser alleges that the goods do not comply with the contract conditions.

9.2. In the event the purchaser does not give written notice of a proposed claim within 7 days of receipt of delivery, the goods shall be deemed to comply with the specifications of the contract and the purchaser shall be bound to accept and pay for the goods.

9.3. Disposal, use, consumption or sale by the purchaser of any part of the goods in an order, shall be considered acceptance of the complete order.

9. RETURNS

In every instance, transactions for return of Goods must first be approved by the Company.

Approval will be considered by the Company only in circumstances where:

9.1. Advice of any proposed return is given within thirty (30) days from date of invoice;

9.2. No Goods will be accepted for return unless they are in good order and condition; and

9.3. The original purchase invoice number must be supplied.

Liability for transport costs of returned goods.

9.4. Where goods have been supplied in damaged, unsellable, incomplete or (as mutually agreed) unacceptable form the company will arrange the transport for return of goods.

9.5. If goods return request is a result of an error made by the purchaser at the time of ordering, the responsibility for transporting goods back to FTP falls to the purchaser. A 5% restocking fee will apply to all such returns.

10. TERMS OF PAYMENTS

10.1. Cash, nett within 30 days from date of invoice or as otherwise indicated in trading terms approved by GMID Australia Pty Ltd prior to an order being placed by the Purchaser.

10.2. The Company reserves its right to stop supply to the Purchaser if any invoice is outstanding after 40 days from the date of invoice.

11. RISK AND TITLE IN GOODS

11.1 Transfer of risk

The risk of loss or damage to the Goods is transferred from the Company to the Purchaser at the time of delivery of the Goods in accordance with these Terms and Conditions of Sale.

11.2 Retention of title

Title to the Goods remains with the Company until all money due by the Purchaser to the Company in respect of the Goods supplied by the Company to the Purchaser (Amount Outstanding) is paid in full (in cash or cleared funds).

11.3 Purchaser’s obligations

Until title to the Goods transfers to the Purchaser, the Purchaser must:

(i) Store the Goods separately to enable them to be readily:

(i) Identified as the Company’s property; and

(ii) Cross referenced to particular invoices;

(j) Not supply or sell the Goods to any person other than in the ordinary and usual course of its business;

(k) Upon 48 hours notice from the Company, allow the Company to enter the premises where the Goods are stored to inspect the Goods and provide to the Company, when required, the consent of any party whose consent is required for that entry;

(l) Keep records that relate to the Goods separately identifiable and readily distinguishable from those that relate to any other goods in its possession;

(m) Hold the Goods as bailee of the Company, in respect of which each party acknowledges a fiduciary relationship exists between them;

(n) Not allow any person to have or acquire any security interest in the Goods; and

(o) Keep the Goods insured against theft, damage and destruction (and if the Purchaser fails to insure the Goods, the Company may do so and the Purchaser must reimburse the Company for the cost of insurance).

11.4 Sale of the goods

If the Purchaser sells or otherwise disposes of the Goods before title to them has transferred from the Company to the Purchaser:

(a) that part of the proceeds of any sale or dealing as is equal to the Amount Outstanding or if the proceeds of sale or dealing are less than the Amount Outstanding, the whole of the proceeds of sale or dealing (Company’s Entitlement) must be held by the Purchaser in a separate identifiable account on trust for the Company; and

(b) the Purchaser must account to the Company for the Company’s Entitlement, until all liability to the Company has been discharged.

11.5 Manufacture or mixing of the goods

If any Goods are used in a manufacturing process or mixed with other materials (whether by the Purchaser or a third party) to create an article from which those Goods are not reasonably separable (Article) before title to the Goods has transferred from the Company to the Purchaser, then: the Purchaser must hold, in a separate identifiable account on trust for the Company, that part of the proceeds received by the Purchaser from the sale or disposition of the Article as relates to the relevant Goods (Company’s Proportion), determined in accordance with clause 11.5(b);

(c) the Company’s Proportion is deemed to be the amount equal, in dollar terms, to the lesser of:

(i) The proceeds received by the Purchaser from the sale or disposition of the Article; and

(ii) The amount owing by the Purchaser to the Company for the relevant Goods at the time of the sale or disposition of the Article by the Purchaser; and

(d) The Purchaser must account to the Company for the Company’s Proportion.

11.6 Purchaser’s rights limited

The Purchaser has no right to sell the Goods under clause 11.4 or deal with the Goods under clause 11.5 if:

an Insolvency Event occurs in respect of the Purchaser;

(e) the Purchaser breaches these Terms and Conditions of Sale and fails to remedy the breach within 5 Business Days after receiving notice from the Company requiring the breach to be remedied; or

(f) these Terms and Conditions of Sale are terminated for any reason.

11.7 Default in payment

If clause 11.6 applies, then the Purchaser must return the Goods to the Company on written demand. If the Purchaser does not return the Goods to the Company within 24 hours of receipt of the demand, then without limiting any other rights or remedies the Company may have: the Company may, as agent of the Purchaser, enter the Purchaser’s premises or any other premises where the Goods are located and do all things necessary to retake possession of the Goods, without liability for trespass or any resulting damage to the Purchaser;

(g) the Company may keep or resell any of the Goods repossessed under clause 11.7(b);

(h) the Purchaser is liable for all costs associated with the exercise by the Company of its rights under this clause 11.7, which costs are payable to the Company on demand; and the Purchaser indemnifies and must keep indemnified the Company against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Company or which the Company may pay, sustain or incur as a direct or indirect result of the exercise by the Company of its rights under this clause 11.7.

12. PRODUCT WARRANTY

All terms, conditions and warranties implied by statute or general law for contracts of sale applicable to the Goods are, so far as is allowed by law, expressly excluded.

13. FORCE MAJEURE

Where the Company is unable, wholly or in part, by reason of an act of God, strike, lockout or other interference with work, war (declared or undeclared), blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, governmental or quasi-governmental restraint, unavailability or delay in availability or equipment or transport, inability or delay in obtaining governmental or quasigovernmental approvals, consents, permits, licences, authorities or allocations, and any other cause whether of the kind specifically enumerated above or otherwise which is not reasonably within the control of the Company (“force majeure”) to carry out any obligation under the Terms and Conditions of Sale, the Company will notify the Purchaser of that force majeure and the performance of the Company’s obligations will then be suspended so far as it is affected by force majeure during the continuance thereof.

13. CREDIT REPORTING UNDER THE PRIVACY ACT 1988

13.1. The Company may disclose personal information relating to the Purchaser to a credit reporting agency and the Company may, in assessing the Purchaser’s application for credit or, if the application is accepted and subsequently any payment becomes overdue, obtain personal information from a credit reporting agency or other credit provider and seek from a credit reporting agency or other credit provider information about the Purchaser’s credit arrangement, and this information may include the Purchaser’s credit worthiness, credit history or credit capacity.

13.2. The Company may give to any other credit provider any credit information whether by way of report, record or otherwise relating to credit worthiness and notification of default at any time during the provision of credit under these terms and conditions.

14. INTEREST ON OVERDUE ACCOUNTS

Interest at the rate of 14% per annum or such rate as may be prescribed by subsection 2(1) of the Penalty Interest Rates Act 1983 (Vic) (whichever is the lesser) will be payable on the amount owing on the daily basis accruing from the due date until payment in full.

15. RECISION

15.1. The Company shall be entitled to rescind these Terms and Conditions of Sale if the Purchaser falls to comply with these terms and conditions or any other contract between the Company and the Purchaser for the sale and purchase of Goods from time to time. Such contracts are collateral hereto and any default by the Purchaser under another contract shall be default hereunder. This condition may not be waived or abrogated other than in writing by the Company.

15.2. The performance of the terms of these Terms and Conditions of Sale by the Company shall not be taken as a waiver of any rights of the Company in respect of any other contract with the Purchaser.

16. TERMINATION

The Company may terminate these Terms and Conditions of Sale, with immediate effect, by notice in writing to the Purchaser, upon the occurrence of any one of the following events:

16.1. If the Purchaser entered into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up or judicial management (other than for the purposes of amalgamation or reconstruction).

16.2. If the Purchaser has committed a breach of any terms of these Terms and Conditions of Sale or any previous agreement for the purchase of goods between the Company and the Purchaser and fails to rectify such breach (if capable of rectification) within 14 days of service of a notice in writing calling upon it to rectify such breach.

17. SEVERANCE

The Company considers the terms and conditions to be valid and reasonable and each term and condition is severable and independent. If any term and condition is considered to be unreasonable in any circumstance or invalid because it does not comply with any law the term and condition will be read down so as to give it legal effect. If this is not possible these terms and conditions will apply to the Contract as if the term and condition considered to be unreasonable or invalid has been detected.

18. GOVERNING LAW

These Terms and Conditions of Sale will be construed according to the laws in force in the State of Victoria, Australia. The parties submit to the non-exclusive jurisdictions of the Courts of Victoria, Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms and Conditions of Sale.

F2, 272-284 Frankston-Dandenong Rd,
Dandenong South, 3175

Tel: +61 3 9768 2287

Email: info@fill-the-pallet.com.au