NOTE: THESE "TERMS AND CONDITIONS" CAN AND WILL BE AMENDED WITHOUT PRIOR NOTICE
BA CONCEPTS
(BROTHER AUSINDO PTY LTD)
TRADING TERMS
1. PAYMENT OF ORDERS/ACCOUNTS
Pro Forma Orders
All orders/transactions will be completed using a "Pro Forma Order" form unless you already have credit account which has been granted prior to the order/transaction.
All orders/transactions must be accompanied by a signed "Pro Forma Agreement" form. This form can be downloaded from our website at www.baconcepts.com.au or alternatively you can request a copy from us by contacting us at info@baconcepts.com.au. Please read, understand and agree to the terms and conditions specified in the form by signing on the form where indicated before submitting it to us. No orders/transactions will be processed without the completed "Pro Forma Application" form.
A "Pro Forma" tax invoice showing the total amount of the order plus GST, freight/delivery charges and any other charges will be issued upon receiving the completed order/transaction form/s.
All accepted "Pro Forma" orders are irrevocable and can not be cancelled by the Applicant. All orders must paid for in full within 14 days from the date of the Pro Forma tax invoice. Ordered goods are held aside pending payment being received or cheque being cleared. Where payment for a Pro Forma order is not received by BA Concepts within 14 days of the date of invoice, the order may be cancelled by BA Concepts at our discretion and in such event the Applicant will be liable from the date of notice of cancellation for a cancellation fee equivalent to 20% of the invoiced cost or $50.00, whichever is greater. If any price change occurs after cancellation and the Applicant thereafter submits the same or similar order, once the order is accepted by BA Concepts, the new price will be applied.
On Account Orders
To have working credit account with BA Concepts, the "New Account/Credit Application" form must be correctly completed, signed and submitted for approval by us. The form can be downloaded from our website at www.baconcepts.com.au or alternatively you can request from us by contacting us at info@baconcepts.com.au. Please read, understand and agree to the terms and conditions specified in the form by signing where indicated before submitting the form to us. Without the form, orders will be treated as a Pro Forma order (see above).
All orders made on account must be paid within 30 days of the date of BA Concepts' Invoice ("the Payment Period"). Where payment is not received in full by BA Concepts prior to the expiry of the Payment Period then the Applicant shall be liable to pay interest on the amount outstanding at the rate of 1% per month until payment is received in full by BA Concepts. BA Concepts is hereby irrevocably authorised to allocate the payment of any monies received from time to time from the Applicant towards any outstanding account incurred with BA Concepts by the Applicant.
Any overdue accounts will result in cessation to supply goods until such time as the account is brought up to date.
All prices quoted shall be exclusive of Goods and Services Tax ("GST") and Freight Costs. GST and Freight Costs will be payable on the sale price on payment of the invoice.
2. PROPERTY IN AND DELIVERY OF GOODS
(a) The Goods supplied by BA Concepts to the Applicant shall be at the Applicant's risk immediately on delivery to the Applicant or immediately on delivery as directed by the Applicant or immediately on collection by the Applicant's transport contractor as the case may be.
(b) Notwithstanding that the risk of loss or damage to the Goods passes to the Applicant in accordance with the previous sub-paragraph (a), property in and ownership of the Goods shall not pass to the Applicant until payment in full for the Goods shall have been received by BA Concepts.
(c) Until payment in full of the invoiced cost of the Goods shall have been received by BA Concepts the Applicant shall hold the Goods on a fiduciary basis as a bailee only for BA Concepts and the Applicant shall (at its own expense) keep the Goods properly and safely stored separately from any other goods and stock of the Applicant and any other third party and in such a way as the Goods shall be readily identified as the Goods of BA Concepts and the Applicant shall not, subject to sub-clause d(i), pledge, mortgage, charge or part with the Goods or attempt to do so without the prior written consent of BA Concepts.
(d)(i) Notwithstanding that the property in the Goods has not passed to the Applicant, the Applicant may resell the Goods or any part thereof in the name of the Applicant but only as agent for BA Concepts and may deliver any such Goods to the buyer of them but only on terms which will not prejudice Our ability to obtain the sale proceeds thereof.
(ii) Any amount paid by the buyer of such Goods from time to time to the Applicant (hereinafter referred to as "the sale proceeds") shall be held by the Applicant in trust for the Vendor, banked in a separate bank account relating only to the sale proceeds of the Goods of BA Concepts under this and/or other contracts between BA Concepts and Applicant and shall be forwarded as soon as possible after receipt to BA Concepts.
(iii) If and when the full amount of the price of the Goods has been received by BA Concepts, any further part of the price received by the Applicant upon any resale by it of the Goods may be retained by the Applicant as its commission for effecting such sale as agent for BA Concepts.
(e) An act of default of this contract shall be deemed to occur in the event of any of the following (and any of the acts described in sub-paragraphs (e) (i) to (iv) below are herein collectively referred to as an "Act of Default").
(i) the Applicant failing to make payment in full of the invoiced cost of the Goods within 30 days from the date of invoice,
(ii) the Applicant, if required herein, failing to insure the Goods from the date of delivery thereof by BA Concepts and to provide evidence of such insurance to BA Concepts,
(iii) any distress or execution being levied upon the Applicant's Goods or property,
(iv) the Applicant, being a company, becoming unable to pay its debts as they fall due, offering to enter into any scheme of arrangement with its creditors, the passing by the Board of Directors of the Applicant of any resolution to wind up the Applicant, the filing of any petition to wind up the Applicant or the appointment of an administrator or receiver/manager in respect of the Applicant's affairs, the Applicant, in the case of a natural person, being declared bankrupt,
(v) immediately upon the Applicant committing any Act of Default any right to sell the Goods in which the title to property remains vested in BA Concepts shall cease forthwith and the Applicant shall upon the happening of any Act of Default immediately place all of the Goods then remaining in its possession or under its control at the disposal of BA Concepts and BA Concepts is hereby irrevocably authorised by the Applicant to nominate a person to enter the Applicant?s premises during normal business hours for the purpose of repossessing such of the Goods still in the possession or under the control of the Applicant and where necessary to use no more than reasonable force to liberate and take possession of the Goods. Where the Goods are stored in a warehouse conducted by a person other than the Applicant immediately upon committing any Act of Default the Applicant shall be deemed to have irrevocably appointed BA Concepts the attorney of the Applicant with the authority in the name of the Applicant to direct the warehouseman to release any of BA Concepts' Goods in the possession or under the control of the warehouseman whether or not the Payment Period has expired and BA Concepts shall be at liberty to resell the Goods after repossession of the same pursuant to this clause.
(f) Until the full amount of the price of the Goods due to BA Concepts is received the Applicant
(i) shall maintain and keep full and up to date records of the Goods supplied by BA Concepts including those Goods on-sold by the Applicant,
(ii) hereby irrevocably authorises BA Concepts to enter its premises during normal business hours from time to time to inspect the residue of the Goods remaining unsold by the Applicant, the Applicant's records relating to the Goods and also to inspect the accounts including bank accounts into which the proceeds of sale of that part of the Goods already sold are by this clause required to be deposited pending payment to BA Concepts.
3. CREDITS, RETURNS AND REPLACEMENT
· Any short deliveries, incorrect supply or damaged goods must be notified within 7 days of receipt.
· All returns must quote:
- Customer name & address
- Invoice number
- Date of invoice
- Reason for return
- Date stock required
· Goods will only be accepted for credit or replacement if authorised by us, the supplier, or our agent.
· Credit notes are valid for 12 months from the date of credit note issued. Any unused credit after 12
months period lapses will be forfeited.
· Goods returned to us damaged due to poor or insufficient packing by the customer will not be accepted for credit or replacement.
· No credit will be issued until goods are received by us, the vendor.
· Urgent replacements supplied before returned goods have been received will be invoiced at full price.
· A credit note will be issued when returns have been received in good condition.
· Silver or Gold plated items are not guaranteed against tarnishing, as all silver items, including sterling silver 925 and white gold will eventually tarnish with normal use. Silver items are also adversely affected by hair spray, perfumes and body lotions. Tarnished items, in some cases (e.g Silver 925), can be restored to their original condition by the use of readily available products such as "Goddards Silver Dip" or "Tarn Off'.
· Faulty goods returned will be repaired if possible; alternatively they will be replaced or credited at our discretion.
· All credit/returns will be processed and sent with your next order unless specifically required by a particular date.
4. MISCELLANEOUS PROVISIONS
(a) It is expressly agreed that any action, suit, dispute or proceedings arising from or in connection with the sale of goods pursuant to this Agreement or any matter between the parties hereto may be instituted, heard and determined in a court of competent Jurisdiction in the State of New South Wales or of such Other State of Australia nominated in writing by BA Concepts and each party irrevocably submits to the jurisdiction of such court for the purpose of any such dispute, action, suit or proceedings.
(b) The Applicant hereby irrevocably authorises BA Concepts from time to time, in order to assess any application for credit, to obtain any information about the Applicant from any credit provider named in this application and also Gift & Homewares Australia to obtain a credit report in respect of the Applicant from any credit agency and to provide any information contained on this credit application form and also details of the performance of the Applicant
in compliance with the trading terms and conditions herein to other credit providers, credit agencies and to Gift & Homewares Australia.
(c) The Applicant further authorises the latter company to make such information available to other credit providers.
(d) Freight and transport costs from Our nominated warehouse and intransit insurance incurred in respect of the Goods are at the cost and liability of the Applicant and are not included in the invoiced price of the Goods.
(e) The word "Goods" shall be deemed to refer to any goods obtained by the Applicant from BA Concepts from time to time pursuant to this Agreement.
(f) The Applicant shall be liable for and shall promptly pay to BA Concepts;
(i) any legal costs incurred by BA Concepts on a solicitor/client basis
(ii) any court, bailiff costs and services fees incurred by BA Concepts
(iii) any fees paid to a debt collector
in respect of any action or court proceedings taken by or on behalf of BA Concepts for the recovery of any monies due by the Applicant to BA Concepts pursuant to this Agreement.
(g) Service of any notice or document pursuant to this Agreement may be effected in any manner prescribed by Section 170 Conveyancing Act 1919 as amended (
(h) BA Concepts reserves the right to terminate this Credit Agreement at any time immediately upon service upon the Applicant of written notice of termination without providing any reason therefore.
