Terms of Trade
All goods are supplied on the following terms in conjunction with any previous application to open a Monthly Charge Account.
In these conditions unless the context otherwise requires:
1.1. Company means Eftpos Specialists
1.2. Buyer means the person or company buying the goods from the Company.
1.3. Products and/or services mean the products and/or services being purchased by the Buyer from the Company.
1.4. Contract means the contract between the Company and the Buyer for the purchase of the goods.
1.5. Price means the price of goods as agreed between the Buyer and the Company.
1.6. Person includes a corporation, association, firm, company, partnership or individual.
1.7. Quotation shall mean price on offer for a fixed term.
1.8. Manager is the companies appointed decision maker.
2. Terms and Conditions
2.1. These terms and conditions and any subsequent terms and conditions issued by the Company shall apply to all orders for the goods and the services made by the Buyer after the date and time at which these conditions are first delivered or sent by email or facsimile to, or otherwise brought to the notice of, any employee, staff member or representative of the Buyer.
2.2. It shall be the Buyer’s responsibility to ensure that these conditions are promptly brought to the attention of the appropriate staff of the Buyer, and accordingly any order made by or on behalf of the Buyer after the date and time described above in this clause shall be deemed to be an acceptance of these conditions.
3.1. Ownership and title to all goods remains with the Company and does not pass to the Buyer until payment is made in full.
4.1. If any instruction is received by the Company from the Buyer for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are definitive and binding.
5. Orders and Pricing
5.1. Orders will be accepted from any staff member of the Buyer that may reasonably be expected to have purchasing authority for that level of purchase.
5.2. The Company reserves the right to refuse to accept any order or any part of an order, and to deliver goods by instalments, in which case each instalment will comprise a separate contract and shall be paid for as if it was a separate order.
5.3. Where an order has been accepted by the Company the Buyer may not cancel the order for goods (including software or other products) which are not stock items. The buyer may not cancel orders without written consent. Where consent is given to cancel an order the Company reserves the right to recover costs incurred in servicing the order from the Buyer.
5.4. The Price shall be as indicated on invoices provided by the Company to the Buyer in respect of products and/or services supplied; or
5.5. The Price shall be the Price of the Company’s current Price at the date of delivery of any goods. 5.6. Prices may be altered without notice.
5.7. Unless otherwise stated all prices are exclusive of GST and other taxes which must be paid by the Buyer.
5.8. Time for payment for the products and/or services shall be of the essence and will be stated on the invoice, quotation, tender documents, work authorisation form or any other work commencement forms. If no time is stated then payment shall be due on delivery of any goods.
6. Payment, Late Payment, Default of Payment and Consequences of Default of Payment
6.1. The Company will invoice the Buyer for all sales.
6.2. Payment is due on invoice unless otherwise arranged with the Company.
6.3. All accounts are payable on or before the 20th day of the month following the date of the Company’s invoice to the Buyer, which shall be issued promptly on or after delivery of the goods, except where the Company has agreed in writing that other terms shall apply.
6.4. If payment is not made by the buyer on the due date, the Company may suspend or terminate supply.
6.5. Payment of all amounts is to be paid in full without any set-off, reduction or counterclaim.
6.6. The method of payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Buyer and the Company.
6.7. Late payment shall incur interest at the rate of 19% per annum calculated on a daily basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Company, but without prejudice to the Company’s other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date.
6.8. Without prejudice to any other remedies the Company may have, if at any time the Buyer is in breach of any obligation (including those relating to payment) the Company may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Company will not be liable to the Buyer for any loss or damage the Buyer suffers because the Company exercised its rights under this clause.
6.9. In the event that:
a. any money payable to the Company becomes overdue, or in the Company’s opinion the Buyer will be unable to meet its payments as they fall due; or
b. The Company has reasonable grounds to believe the Buyer may default on payment; or
c. the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
d. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then without prejudice to the Company’s other remedies at law then the Company shall be entitled to cancel all or any part of any order of the Buyer that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to the Company shall, whether or not due for payment, immediately become payable.
7.1. Delivery occurs at the time possession of the goods passes to the Buyer or a person nominated by the Buyer.
7.2. The risk in goods passes to the Buyer on delivery.
8.1. The Buyer must pay the Company’s costs (including debt collection and legal costs on a full indemnity basis) of and incidental to the enforcement or attempted enforcement of the Company’s rights, remedies and powers under these terms.
9.1. The Company may impose a credit limit on the Charge Account, and may change that limit from time to time without prior notice.
9.2. The Buyer agrees that where it has obtained credit in excess of any limit noted on the application or imposed by the Company, the buyer will be liable in full for payment of any amount owing in excess of that limit.
10. Governing Laws
10.1. These Terms of Trade will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.
10.2. Any legal hearing will be adjudicated in the city closest to the registered office of the City.
11. Personal Property Securities Act 1999 (PPSA)
11.1. All terms in this clause of these Terms of Trade have the meaning given in the PPSA, and section references shall be to sections of the PPSA.
11.2. Clause 3 (Ownership) creates a security interest in all goods supplied by Eftpos Specialists.
11.3. The Buyer consents to the Company registering a security interest on the Personal Property Security Register.
11.4. The Buyer waives the right to receive a copy of the Verification Statement.
11.5. Nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to these Terms of Trade.
11.6. The Buyer waives its rights under sections 116, 117(1)(c), 119, 120(2), 121, 125, 131 and 132.
12.1. The security interest created by 3 (Ownership) of these Terms of Trade becomes enforceable if any of the following events occur:
a. The Buyer fails to pay any money owing on the due date;
b. The Buyer sells, parts with possession, leases or disposes of any goods or does anything inconsistent with the Company’s ownership of the goods prior to making full payment;
c. The Company believes the Buyer has committed or will commit an act of bankruptcy, has had or is about to have a receiver appointed, or is declared insolvent;
d. The goods are at risk, as that term in is defined in the PPSA;
e. Any other of the events provided for in the PPSA apply.
12.2. In addition to rights conferred by part 9 of the PPSA, the Company may take possession of any goods and may enter any premises, whether or not the occupier is present in order to take possession of goods pursuant to this clause.
13.1. In consideration of the Company supplying Goods to the Buyer, the Guarantor jointly and severally guarantees punctual payment of all amounts payable by the Buyer to the Company and punctual performance of all of the Buyer’s obligations to the Company and indemnifies the Company against all costs, losses, expenses and liabilities (including debt collection and legal expenses on a full indemnity basis) incurred or sustained by the Company as a consequence of the Buyer’s default in its obligations to the Company.
13.2. The Guarantor is deemed to be principle debtor and liable as though he/she were the Buyer and shall not be released from the Guarantee by any matter whatever, the happening of which might otherwise release a person liable only as guarantor or surety.
13.3. This is a continuing Guarantee, which applies in respect of all goods supplied to the Buyer.
14. Privacy Act
14.1. The Buyer authorises the Company to:
a. Make enquires with relevant third parties and/or credit agencies regarding the Buyers credit history
b. Release information for the above purpose to the extent necessary, to relevant third parties and/or credit agencies
c. Instruct an agent to carry out any credit enquires, and the Buyer agrees the above authorisations will apply to such agent.
14.2. The Buyer authorises any credit agencies and/or relevant third party to disclose any relevant information to the Company in response to credit enquires. The Buyer also acknowledges that any information disclosed to a credit agency will be held on their systems and used to provide their credit reporting service.
15. Consumer Guarantees Act 1993 (“CGA”)
15.1. It is agreed that unless stated otherwise by the Buyer the goods or services willo be supplied to the Buyer for business purposes
15.2. Where the Buyer is a consumer under the CGA who acquires goods and services from the Company other than for the purpose of business, then these terms of Trade will be subject to the provisions of the CGA. This must be declared to the Company prior to any order for goods or services.
15.3. Where supply is for business purposes, the buyer agrees that the provisions of the CGA will not apply.
16. Dispute Resolution
16.1. The Company will endeavour to resolve any dispute between the Buyer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.
17. Limitation of Liability
17.1. The Company shall in no way be liable to the Buyer whether in contract, tort or otherwise for any loss or consequential damages due to:
a. Delay or failure to supply goods.
b. Suspension or termination of supply of goods pursuant to clause 3.3.
c. Damage caused by misuse of goods.
17.2. Damages for faulty goods will be limited to the purchase price of those goods.
18.1. Variation of Conditions: These Terms of Trade can only be varied by agreement in writing notified by the Company, at any time by sending notice to the Buyer’s last known address. The time the notice will take effect is the time specified in the notice.
18.2. Entire Agreement: The application and these Terms and Conditions are the entire agreement between the Company, the Buyer and the Guarantor, and supersede all representations, agreements or other communications made by the Company.
18.3. Severability: If any part of these Terms of Trade is illegal, unenforceable or invalid, that part is to be treated as modified or removed to the extent required to make it effective. The rest of these Terms of Trade are not affected.
18.4. Typographical errors: The Company reserves the right to correct any typographical errors in any prices quoted or contained in an order, quotation or invoice.