SALE TERMS AND CONDITIONS
- “Goods” means the goods described in the Tax Invoice including any packaging.
- “Intellectual Property” means all rights (present and future) in respect of copyright, trademarks (registered and unregistered), patents, designs, protection of confidential information, inventions, know how, product or business concepts and any other identifiable result of intellectual endeavor, whether arising under statute, contract or otherwise, and including any license of such rights.
- “Payment” means the amount receivable by BIANCO AUSTRALIA described in the Tax Invoice.
- "Premises" means the delivery address set out in the Tax Invoice.
- "Purchaser" means the party to whom the Tax Invoice is addressed.
- "Required Delivery Date" means the required delivery date set out in the Tax Invoice.
- "Required Payment Date" means the required payment date set out in the Tax Invoice.
- “Standard Storage Period” means one calendar month from the date of the Tax Invoice.
- "Tax Invoice" means the official Tax Invoice provided by BIANCO AUSTRALIA.
- "Services" means the services described in the Tax Invoice.
- "Work" means any work relating to the Goods or Services.
- “BIANCO AUSTRALIA” means "A.C.N. 620 099 907 PTY LTD", A.B.N 32 620 099 907 set out in the Tax Invoice.
- WORK IN PROGRESS
The Services or Work and any part of it may be cancelled by BIANCO AUSTRALIA if:
- the Purchaser becomes bankrupt or goes into liquidation or any other form of external administration or enters into a general arrangement or other compromise with its creditors; or
- BIANCO AUSTRALIA does not receive full Payment on or prior to the Required Payment Date; or
- the Purchaser breaches any of these terms and conditions.
- BIANCO AUSTRALIA can store the Goods within its warehouse (or any other place as designated by BIANCO AUSTRALIA) for the Standard Storage Period at the Purchaser’s request.
- The Purchaser agrees to pay BIANCO AUSTRALIA a storage fee at the rate of $25.00 (inclusive of GST) per day for each day exceeding the Standard Storage Period.
- Subject to payment of the Tax Invoice by the Purchaser, BIANCO AUSTRALIA will deliver the Goods at the Purchaser’s risk and cost to such place at the Premises. Delivery must be made on a normal working day on or prior to the Required Delivery Date. The Goods will be properly packed, secure and identified. BIANCO AUSTRALIA shall provide with the Goods all manufacturing, material safety data sheets and other data set out in the Tax Invoice. In all cases whatsoever, a delivery docket, advice note, service slip or the like will accompany the Goods or Services supplied and refer to the relevant Tax Invoice number.
- The Purchaser shall indemnify and keep indemnified BIANCO AUSTRALIA against any costs, charges and expenses whatsoever, incurred by BIANCO AUSTRALIA arising out of the delivery or storage of the Goods, except relating to the negligent act or omission of BIANCO AUSTRALIA.
- PROPERTY AND TITLE
Property and title in the Goods passes to the Purchaser only after the Purchaser has paid for these Goods in full. Until such payment has been made, the Purchaser must:
- hold the Goods as bailee of BIANCO AUSTRALIA;
- store the Goods in such a manner as to make them clearly identifiable as the property of BIANCO AUSTRALIA;
- hold the book debt and proceeds of on-sale of the Goods as fiduciary of BIANCO AUSTRALIA in a separate account or otherwise clearly identified in the books and records of the Purchaser as being so held;
- allow BIANCO AUSTRALIA to enter any Premises for the purpose of removing the Goods in the event that:
- the Purchaser fails to pay for the Goods in full in accordance with these terms and condition; or;
- the Purchaser becomes bankrupt or goes into liquidation or any other form of external administration or enters into a general arrangement or other compromise with its creditors.
- REPLACEMENT GOODS
If BIANCO AUSTRALIA is unable to supply the Goods, BIANCO AUSTRALIA may with prior written notification to the Purchaser, supply replacement goods which are of a similar nature and quality.
BIANCO AUSTRALIA acknowledges that it has been informed of or is aware of the particular purpose for which the Goods or Services are required and represents and warrants to the Purchaser that:
- the Goods will be of merchantable quality and will be free of all defects in design, workmanship and materials; and
- the Goods and Service are and will be fit for the purposes for which they are supplied; and
- any Service provided by BIANCO AUSTRALIA, including the delivery of the Goods, will be rendered with due care and skill and all personnel employed by the BIANCO AUSTRALIA to perform the Services are fully trained, competent and possess the necessary skills and required licenses to provide high quality Work properly and fulfil the obligations of the BIANCO AUSTRALIA.
In the event that BIANCO AUSTRALIA fails to provide the Goods or Services or any part of the Goods or Services, or in the opinion of the Purchaser, the Goods or Services are of unsatisfactory quality or are defective in design or quality of workmanship or materials, or the Services have not been rendered with due care and skill, then in addition to any other rights and remedies which may be available to the Purchaser by law, the Purchaser may by notice in writing to BIANCO AUSTRALIA within 5 business days of the Required Delivery Date:
- return the whole of the Goods or the defective part of the Goods at the Purchaser’s expense and will not be required to pay for the Goods so returned only if:
- BIANCO AUSTRALIA finds that the Goods is not contaminated and can be reused; and
- The Purchaser provides sufficient evidence to show that the Goods are of unsatisfactory quality or are defective in design or quality of workmanship or materials; or
- request BIANCO AUSTRALIA to perform the service again within 21 Business Days only if:
- The Purchaser provides sufficient evidence to show that the Goods or Services are of unsatisfactory quality or are defective in design or quality of workmanship or materials.
- The Tax Invoice, are inclusive of all delivery costs, packaging, duties and taxes other than GST payable in connection with the Goods or Service and the delivery of the Goods.
- The Purchaser must pay BIANCO AUSTRALIA an amount in respect of the GST payable by the Supplier to the ATO on any taxable supply (as defined in the New Tax System (Goods and Services) Tax Act 1999) so long as BIANCO AUSTRALIA provides the Purchaser with a valid tax invoice in respect of the supply.
- The Purchaser must pay to BIANCO AUSTRALIA the amount set out in the Tax Invoice within 14 days from the date of the Tax Invoice issued by BIANCO AUSTRALIA (or any other period as maybe agreed in writing between BIANCO AUSTRALIA and the Purchaser).
- Payment for the Goods or Services shall be made by the Purchaser to BIANCO AUSTRALIA in Australian dollars and paid directly into a bank account of BIANCO AUSTRALIA ‘s nomination.
- The prices set put in the Tax Invoice will remain fixed unless BIANCO AUSTRALIA agrees in writing to a variation.
- INTELLECTUAL PROPERTY
The Purchaser acknowledges and recognizes BIANCO AUSTRALIA’s ownership and exclusive rights to BIANCO AUSTRALIA’s Intellectual Property in the Goods and to all corporate, trade and business names and other industrial property used by BIANCO AUSTRALIA in connection with the conduct of its business and agrees as follows:
- not to do or cause or permit to be done anything which may damage or endanger or prejudicially affect BIANCO AUSTRALIA’s Intellectual Property;
- to compensate BIANCO AUSTRALIA for any loss arising directly from any use by of BIANCO AUSTRALIA’s Intellectual Property otherwise than in accordance with these terms and conditions; and
- to indemnify BIANCO AUSTRALIA for any liability incurred to third parties for any use of BIANCO AUSTRALIA’s Intellectual Property resulting from acting in breach of these terms and conditions.
The Purchaser must not assign the Tax Invoice or any part of it without the prior written consent of BIANCO AUSTRALIA.
The Purchaser shall indemnify and keep indemnified BIANCO AUSTRALIA against any liability including any tax liability, loss, damage, claims, demands, proceedings, costs, charges and expenses whatsoever, incurred by BIANCO AUSTRALIA arising out of the performance or non-performance of the Purchaser’s obligations under these terms and conditions, except relating to the negligent act or omission of BIANCO AUSTRALIA.
- CONFIDENTIALITY AND PRIVACY
The Purchaser must keep the terms of this Tax Invoice confidential. If the Purchaser collects or obtains any confidential information from BIANCO AUSTRALIA in the course of purchasing the Goods or Service, the Purchaser must:
- only use that information for the purpose for which it was collected or provided;
- take all reasonable steps to protect that information from misuse and loss and from unauthorised access, modification or disclosure; and
- comply with all reasonable requests of BIANCO AUSTRALIA concerning that information.
This clause 13 shall continue to apply at all times both during and following the expiry or termination of this agreement.
- LIMITATION OF LIABILITY
To the extent permitted by law and except as expressly provided to the contrary in this agreement, BIANCO AUSTRALIA shall not be under any liability (whether contractual, tortuous including negligence or otherwise) to the Purchaser in respect of any loss or damage, including indirect loss, consequential loss, loss of profits or earnings, or other loss howsoever caused, which may be suffered or incurred or which may arise directly in respect of the supply of the Goods or Services or otherwise under this agreement or from the act, failure or omission of its officers, employees or agents.
- GOVERNING LAW AND JURISDICTION
This agreement shall be deemed to have been made in the State of Victoria and the construction, validity and performance of this agreement shall be governed in all respects by the law of that State and the Commonwealth of Australia as applicable.
No waiver by either party of one breach of any covenant, obligation or provision in this agreement contained or implied shall operate as a waiver of another breach of the same or of any other covenant, obligation or provision in this agreement express or implied.