The following Trading Terms & Conditions (Trade Terms) relate to the sale and delivery of products from Stick on Signs:
For the purposes of these Trade Terms a reference to ‘goods’ is a reference to the product, goods, or stock sold, supplied, or delivered by Stick on Signs to the customer.
1. SUPPLY ON CREDIT
Stick on Signs Approval Required – All Outlets To Be Nominated:
a) Stick on Signs will only consider offering credit terms once a completed official Stick on Signs Application for Retail Trading Account & Acknowledgment of Trade Terms has been completed and approved by Stick on Signs (‘Application’).
b) Approval is based on the nominated customer. Any subsequent customers or store locations must also be approved by Stick on Signs in writing before Stick on Signs products can be distributed from another outlet (See Distribution Clause).
Credit Supply Terms:
a) Goods relating to indent and/or at once orders are invoiced up to the end of a calendar month, will be charged as current month goods, and are payable by the end of the following month.
b) Goods dispatched prior to the month end will be invoiced as the 1st of the following month.
c) Terms of payment are strictly net 30 days. Stick on Signs reserves the right not to supply goods to customers with accounts in arrears.
d) Trading discounts and conditions may be offered to selected customers, and are negotiated between Stick on Signs and the customer and subsequently confirmed in writing.
e) Trading discounts are linked to payment by the due date i.e. end of the month. Trading discounts will be disallowed or reversed if payment is received after the due date.
f) For the avoidance of doubt, notwithstanding that the Customer and Stick on Signs have entered into these Terms, Stick on Signs shall not be obliged to supply the customer on credit in relation to Goods and/or orders. For example, Stick on Signs may decide that for certain orders it is not viable to offer Customer credit supply terms and the Customer acknowledges that Stick on Signs is not obliged to supply the Customer on credit and may require payment on delivery or other terms.
2. CANCELLATION OF RETAIL TRADING ACCOUNT:
a) An account will be suspended (placed on Stop Supply) if not paid within 30 days of statement date.
b) Accounts on Stop Supply will be subject to:
(i) The cancellation of current month order held, within 5 working days following Stop Supply determination by Stick on Signs.
(ii) Non-processing of any Indent or other Order.
(iii) Legal action to recoup the loss and damage and costs on a solicitor and own client basis. Any legal action will automatically invoke permanent closure of the account.
c) It will be the right of Stick on Signs to close or permanently close any credit facilities provided to the customer.
d) An account may be subject to closure if:
(i) Payment is not received by Stick on Signs in accordance with these Trade Terms.
(ii) Any of these Trade Terms are not observed.
(iii) If the customer sells or offers to sell any counterfeit Stick on Signs products.
e) Stick on Signs will not be liable to any party for any loss or damage which may result directly or indirectly from the closure of the account.
f) Should an account be closed, Stick on Signs reserves the right to immediately reclaim any advertising or point of sale material incorporating Stick on Signs trademarks or its other intellectual property previously supplied to the customer. For the purpose of exercising and giving effect to such right Stick on Signs will be entitled to:
(i) Demand that the customer immediately deliver such materials to Stick on Signs and the customer must comply with any such demand; and
(ii) As the customer’s agent (and pursuant to an irrevocable licence granted by the customer) Stick on Signs, its servants or agents, may enter any premises occupied by the customer where any materials are being stored and remove them, without being responsible for any damage caused. The customer must indemnify Stick on Signs, its servants and agents against any claim or costs arising from such action.
g) Overdue Accounts:
A service charge of up to 1.5% per month may be charged on overdue accounts at the discretion of Stick on Signs.
3. DISTRIBUTION OF STICK ON SIGNS PRODUCT
Orders are accepted only on the basis that:
a) The goods may only be resold to consumers or displayed at the individual retail store or stores of the customer at the location(s) specified in writing to Stick on Signs at the time the account is approved for opening, or as later approved by Stick on Signs, displayed for sale, or in any other way used at any other retail store or stores of that customer without the prior written consent of Stick on Signs, which consent may be withheld at the sole discretion of Stick on Signs.
b) Customers that on sell or supply to non-approved outlets or parties will be subject to immediate and permanent closure of account facilities.
4. ACCEPTANCE OF ORDERS
a) All orders will be deemed to be accepted by Stick on Signs after the expiration of 30 days from receipt of order, subject to availability.
b) No custom product orders can be cancelled, adjusted or transferred.
c) Order delivery may only be deferred for one (1) month and thereafter, the Order is n on deferrable and non-cancellable.
d) Any cancellations or adjustment requests must be confirmed in writing, no less than 35 days prior to the delivery date, to your Stick on Signs Customer Service Department for approval.
e) Despite anything to the contrary contained in these Trade Terms, in respect to indent orders, no order can be cancelled after 30 days from the date of the order and/or cannot be cancelled once the indent order has been placed by Stick on Signs with its manufacturer/s.
5. PRICES
a) Prices are subject to change without notice and goods will be invoiced at the price ruling at the date of dispatch.
b) Any reference to retail prices are recommendations only and there is no obligation to comply with the recommended price.
Stick on Signs reserves the right to increase indent pricing if the exchange rate (A$-US$ or any other currency) at invoice price has moved more than 5 (decimal) points of the rate ruling at the date the indent order was dispatched. The customer agrees to pay such increase within the normal Trade Terms.
6. RETURNS
(a) All returns including defective goods must have an approved return authorised number from Stick on Signs before being returned.
(b) Unauthorised returns will be refused and not accepted and will be returned to the customer at the customer’s expense.
(c) Any shortages or claims for a wrong style, faulty goods, size or colour must be reported within 7 days from receipt of goods.
(d) Defective goods returned for inspection or repair must be clean. Goods that are not clean will be returned without repair or inspection to the customer.
(e) Customers must return goods only by Stick on Signs nominated carrier/s, otherwise any freight charges will not be paid by Stick on Signs and must be paid by the customer.
(f) All price stickers or other labelling must be removed by the Customer failing which the returns will not be accepted and will be sent back to the customer at the customer’s expense.
7. CLAIMS (NO RETURN OF GOODS)
(a) The customer must advise Stick on Signs in writing of any claim for Short Delivery (where product is short delivered within the carton/s to the invoiced quantity) within 7 days from the invoice date/statement date.
(b) The customer must advise Stick on Signs in writing of any claim for Non Delivery (when a full or partial consignment has not been delivered in the invoiced quantity) within 14 days from the invoice/statement date.
(c) The customer must advise Stick on Signs in writing of any claim for Incorrect Pricing (relating to either price, freight or surcharge) within 14 days from the invoice date/statement date.
(d) Any claims must be fully documented quoting the respective Stick on Signs invoice and order number, and be forwarded to the Stick on Signs Customer Service Department.
(e) All claims will be subject to investigation before a decision is made. Any rejections by Stick on Signs will be notified in writing.
(f) Any credit notes generated by Stick on Signs relating to No Return of Product claims will reflect the appropriate GST component.
8. RISK AND TITLE
(a) Stick on Signs retains ownership of, or title in, all goods supplied by it and reserves the right to dispose of the goods until such time as payment in full is made for all amounts owing by the customer to Stick on Signs under these Trade Terms is discharged.
(b) The risk in all goods sold or supplied under these Trade Terms passes to the customer on delivery to the customer or collection by the customer’s agent or to a carrier commissioned by the customer.
(c) Upon receipt or delivery of the goods, the customer must ensure that the goods are insured until Stick on Signs has been paid in full under these Trade Terms (and provide proof of such insurance cover immediately upon request by Stick on Signs to do so).
9. SECURITY INTEREST
9.1
(a) For value received or to be received the customer grants to Stick on Signs a security interest in all goods supplied or any after-acquired goods (inventory) and their proceeds. The security interest secures the due and punctual payment of all money payable under these Trade Terms. Any account arising by virtue of a sale of any goods supplied takes effect as a transfer.
(b) The security interest created by these Trade Terms is a continuing security and is a first ranking purchase money security interest in respect of the goods as inventory.
(c) These Trade Terms take effect from the date of signing of the Application as a security interest and are a security agreement within the meaning of the Act.
(d) The customer agrees that Stick on Signs may register a financing statement including any financing change statement on the register.
(e) The customer waives its rights to receive a copy of any verification statement in respect of the security interest provided for by these Trade Terms.
(f) The customer agrees to immediately reimburse Stick on Signs for all costs (including legal costs), expenses and other charges incurred, expended or payable by Stick on Signs in relation to the filing of a financing statement, or a financing change statement or releasing the security interest created by these Trade Terms.
(g) The customer acknowledges that it is not the owner of the goods and as such if chapter 4 of the Act applies to these Trade Terms, Stick on Signs and the customer contract out of the enforcement provisions in section 115(1) of the Act.
(h) The customer irrevocably authorises Stick on Signs and any of its lawful agents, at any reasonable time, to enter into its premises or any premises occupied by the customer and re-take any goods sold supplied under these Trade Terms and then re-sell those goods and retain the proceeds of the sale without prejudice to its rights to claim the balance of all money due under these Trade Terms. The customer indemnifies and agrees to keep Stick on Signs indemnified in respect of any such entry.
(i) The provisions of this clause survive the termination of these Trade Terms and shall carry on for the benefit of Stick on Signs.
(j) For the purposes of this clause:
(i) Act meaning the Personal Property Securities Act 2009 (Cth).
(ii) Account, financing statement, financing change statement; inventory, proceeds, purchase money security interest, register, security interest and verification statement have the meanings given to them in the Act.
9.2 Despite clause 10.1, the customer may sell the goods to a third party in the ordinary course of its business of selling goods of the kind supplied by Stick on Signs and deliver them to that party provided that:
a) Where the customer is paid by the third party and Stick on Signs has not been paid by the customer for the goods pursuant to these Trade Terms, the customer holds the whole of the proceeds of sale on trust for Stick on Signs and must pay such proceeds into a special bank account into which no other money other than proceeds of sale by the customer of Stick on Signs goods are be deposited and which shall incorporate as part of the title of the account ‘Proceeds of sale of Stick on Signs goods’;
b) Where the customer is not paid by that third party, and Stick on Signs has not been paid by the customer for those goods the customer agrees, at the option of Stick on Signs that Stick on Signs may collect that account on giving the customer notice in writing to that effect. Stick on Signs shall be entitled to issue proceedings in the name of the customer against the third party for recovery of that account for the benefit of Stick on Signs; and
c) The customer shall keep full and complete records of goods it has purchased from Stick on Signs including details of the date, price and identity of the goods.
10. ATTORNEY
For the purpose of giving effect to clause 10, the customer irrevocably appoints Stick on Signs as its attorney to act and sign any necessary documentation.
11. TRUSTEE
If the customer acts in the capacity as Trustee of any Trust, the customer acknowledges and agrees that it enters into these Trade Terms in its own right and in its capacity as Trustee of any such trust and that the rights of indemnity available to the Trustee will not be abrogated.
12. GUARANTEE
Where the customer is a corporation, it must ensure that all directors named in this Application or any person who is or becomes a director of the customer signs a personal guarantee of the customer’s obligations under these Trade Terms. The failure of any director to sign a guarantee will not operate as a release of any director who signs a guarantee.
13. WAIVER
Subject to any express consent in writing of the parties, no waiver, delay, omission, relaxation, indulgence or forbearance on the part of any party in respect of any right or power conferred upon such party by these Trade Terms shall operate as a waiver of such power or right, nor shall any single or partial exercise of any such power or right preclude such party or future exercise of such power or right, or the exercise of any other power or right under these Trade Terms.
14. PAYMENTS
The customer must make all payments under these Trade Terms without set off, counterclaim or other deduction (except any compulsory deduction for taxation).
15. VARIATION
Stick on Signs shall have the right upon 30 days’ notice to the customer to vary all trading terms herein. Such variations shall thereafter apply to all subsequent orders placed by the retailer.
16. LIMITATION OF LIABILITY
Despite clauses 26 and 27, to the extent permitted by law, Stick on Signs assumes no liability whatsoever for any consequential loss, including damage or loss arising from or as a consequence of either late delivery, mis-delivery or non-delivery of goods or any other act or default on the part of Stick on Signs or of any servant, agent or contractor of Stick on Signs in relation to these Trade Terms unless the same occurs because of the willful act or default or negligence of Stick on Signs, its servants, agents or contractors in which case liability is limited to the payment of the cost of having the goods or services supplied again.
17. CLERICAL ERRORS
Clerical errors are subject to correction without notification.
18. SEVERANCE
Any provision of these Trade Terms that is prohibited, void, voidable or unenforceable in any jurisdiction for any reason does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction. Any provision that is prohibited is only ineffective to the extent of that prohibition.
19. NOTICES
Any notice or other communication under this Trade Terms must be given in writing and shall be delivered by personal delivery, by pre-paid post or by facsimile, addressed to the party to whom such notice or communication is directed at such party’s place of business or facsimile contact details as notified by that party.
20. ASSIGNMENT
These Trade Terms are personal to the customer and the customer must not assign or transfer any of its rights or sub-contract any of its obligations under them.
21. FORCE MAJEURE
Neither party shall be deemed to be in breach of these Trade Terms by reason of delay or failure in performing obligations ( other than payment obligations), if the delay or failure was due to an act of force majeure or otherwise beyond that party’s control.
22. LAW AND JURISDICTION
These Trade Terms are governed by the laws of Victoria. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there and waives any right to claim that those courts are an inconvenient forum.
24. SURVIVAL OF INDEMNITIES
Each indemnity, reimbursement or similar obligation in these Trade Terms:
a) is a continuing, separate and independent obligation;
b) is payable on demand; and
c) Survives termination or discharge of these Trade Terms.
25. GST
Any amount of whatever description specified as payable by the customer pursuant to these Trade Terms is net of GST or any other consumption tax imposed by government on any supply of any goods by Stick on Signs to the customer. In addition to the amount payable by the customer to Stick on Signs, the customer is liable to pay Stick on Signs on demand the GST or other consumption tax payable by Stick on Signs in respect of any supply of any goods to the customer or cost thereof or payment therefore. Any such GST amount will be specified in a GST invoice.
26. EXCLUSION OF IMPLIED TERMS
The customer may have the benefit of consumer guarantees under the Australian Consumer Law. To the extent permissible by law, all terms, conditions and warranties that would have been, or may in the future be, implied into Stick on Signs’ terms and conditions or in connection with the supply of any goods or services by Stick on Signs by law, custom or convention are hereby excluded.
27. LIMITATION OF LIABILITY – Consumer Guarantees
To the extent that goods are not consumer goods and the customer is deemed to be a consumer because of the Australian Consumer Law, the customer agrees that Stick on Signs’ liability for failure to comply with a consumer guarantee (other than title, quiet possession or undisclosed securities) is limited to the replacement or resupply of equivalent goods, repair of goods or the cost of replacing or acquiring replacement goods or the cost of repair of the goods.
