TERMS & CONDITIONS
Last Updated: July 24th, 2019
Conditions of Sale (“Conditions”) apply in respect of all offers to sell, quotations and other commercial transactions for the supply of goods by the Distributor overleaf (“Distributor”).
In these conditions:
“Contract” means the contract for the sale and purchase of the `Products compromising the Sales Contract and these Conditions:
“Customer” means the contract for the Sales Contracts
“Delivery” has the meaning described in condition 5
“Distributor” means Hi-Tech Ag Solutions or authorised HTA distribution on sales contract
“GST” has the same meaning it does in Section 195-1 of the GST Act.
“Sales” of Contract” means the Sales Contract for Products overleaf or attached to these conditions:
“Products” means the products described on the Sales Contract;
“Supply” has the same meaning it does in Section 9-10 of the GST Act and excludes any “GST- free supplies” and “input tax supplies” as those terms are defined in Section 195-1 of the GST Act.
2. Sales Contract
2.1 No Sales Contract submitted by the customer shall be accepted by the Distributor unless the signature of the customer and Distributor appear on the Sales Contract.
2.2 The Customer is responsible to the Distributor for ensuring the accuracy of any Sales Contract submitted by the Customer.
2.3 The quantity, quality nature and description of the Products shall be those set out in the Sales Contract
2.4 No Sales Contract which has been accepted by the Distributor may be cancelled by the Customer except with the agreement in writing of the Distributor and on the terms that the Customer shall indemnify the Distributor in full against all loss (including loss of profit), costs (including labour costs and costs of materials) damages, charges and expenses reasonably incurred by the Distributor as a result of cancellation.
3. Price of Products
3.1 The price of the Products shall be the price appearing on the Sales Contract. All prices quoted are valid for 14 days only or until earlier acceptance by the Customer, after which time they may be altered by the Distributor without notice to the Customer.
3.2 The Distributor reserves the right by notice of the Customer at any time before delivery, to increase the price of Products to reflect any increase in costs to the Distributor due to any factor beyond the reasonable control of the Distributor including but not limited to;
3.2.1 Any change in Delivery dates, quantities or specifications for the Products which is requested by the Customer or failure of the Customer to the Distributor adequate information or instruction;
3.2.2 Any act of war, invasion, act foreign enemy, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalisation, or requisition or destruction;
3.2.3 Events resulting in the non-supply of product by manufacturers or sellers of fertilizer product to Hi-Tech Ag Solutions’
3.2.4 Any events resulting in the non-supply of product by Government or regulatory authorities.
3.3 Except as otherwise stated on the Sales Contract or as otherwise agreed between the parties in writing all prices given by the Distributor are ex Balaklava of Elizabeth.
3.4 The amount shown as “Total Payable” on the sales contract is inclusive of GST.
4. Terms of Payment
4.1 Subject to any special payment terms shown on the Sales Contract or otherwise agreed in writing between the Customer and Distributor, the Distributor shall be entitled to invoice the signing this contract.
4.2 Unless otherwise agreed in writing by both parties, the product must be paid prior to pick up or delivery.
4.3 If the Customer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Distributor, the Distributor may:
4.3.1 Cancel the Contract and suspend any further Deliveries to the Customer;
4.3.2 Appropriate any payment made by the Customer to such of the products as the Distributor may think; and
4.3.3 Charge the Customer interest on the unpaid amount at a rate of 18% per annum until payment is made in full.
5.1 Delivery of the Products shall be made by either:
5.1.1 The Distributor or its agent delivering the Products to the Customer’s premises; or
5.1.2 The Customer collecting the Products from the collective point after the Distributor has notified the Customer that the Products are ready for collection.
5.2 Any dates quoted for Delivery of the Products are approximately only and the Distributor shall not be liable for any delay in Delivery of the Products however caused
6. Title and Risk
6.1 Risk of damage to or loss of the Products shall pass to the Customer:
6.1.1 In case of goods delivered at the Customer’s premises, at the time the Products are unloaded from the Distributor’s delivery vehicle.
6.1.2 In the case of Products collected by the Customer from the distributors premises at the time when the Products have been loaded onto the Customer’s vehicle
6.2 Notwithstanding Delivery and the passing of risk in the Products, the property and ownership of the Products shall not pass to the Customer until the Distributor has received in cleared funds, payment in full for all indebtedness including the price of the Products delivered and any other sums which are or may become outstanding under these Conditions or otherwise.
6.3 Until such time as full property and ownership in the Products passes to the customer in accordance with clause 6.2:
6.3.1 The Customer must hold the Products as the Distributor’s fiduciary agent and bailee and must keep the Products separate from all other goods except as is expressly consented to by the Distributor in writing from time to time;
6.3.2 The Customer must keep Products properly stored protected and identified as the Distributor’s property;
6.3.3 The Distributor mat at any time require the Customer to deliver up the unpaid Products to the Distributor and, if the Customer fails to do so immediately, to enter the premises of the Customer or any third party where the Products are stored and repossess the Products; and
6.3.4 The Customer agrees that the Distributor is authorised to enter any premises where products are located and the customer will indemnify the Distributor against all claims, damages or other losses of whatever nature suffered as a consequence of recovering or attempting to recover the Product.
7. No Warranty
7.1 The Distributor makes no express warranties to the Customer, except those expressly set out in these Conditions.
7.2 The Distributor excludes:
7.2.1 all conditions, warranties and terms implied by statute or general law or custom except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void (“Non Excludable Condition”);
7.2.2 all liability to the Customer in contract for consequential or indirect damages arising out of or in connection with these Conditions even the Distributor knew they were possible or they were otherwise foreseeable, including, without limitation, lost profits and damages suffered as a result of claims by any third party;
7.2.3 all liability to Customer in negligence for acts or omissions of the Distributor or its employees, agents or contractors arising out of or in connection with these Conditions.
7.3 The Distributor’s liability for breach of any express provision of these Conditions or any Non Excludable Condition (except a Non Excludable Condition referred to above or one implied by section 69 of the Trade Practices Act 1974) is limited at the Distributor’s option to one supplying, replacing or repairing the Products in respect of which the breach occurred.
7.4 On request by the Customer, the Distributor will refund any amount paid for the Products in respect of which the breach occurred, rather than the remedy referred to above.
8. The Contract is the entire agreement between the parties about its subject matter and supersedes all other contracts, arrangements and understandings relating to the supply and delivery of the Products.
8.2 The Contract must be governed and construed in accordance with the laws applicable in Western Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Western Australia.