As consideration for Windsor Wholesale Australasia Pty Ltd (ACN 092 579 792) approving and establishing an account for you on its website, you agree to the following terms:
1. You must nominate to Windsor Wholesale Australasia Pty Ltd in writing one or more administrators for your account ("First Contact").
2. You are solely responsible for managing your account on our Website, including managing access rights to that account.
3. The First Contact is responsible for managing access by authorised users to your account on the Website, including reviewing the list of your authorised users on a regular basis, and creating, deleting and/or modifying access rights for such users. Only the Prime Contact is authorised to grant or remove access to users.
4. Windsor Wholesale Australasia Pty Ltd accepts no responsibility for managing access rights to your account on the Website. Windsor Wholesale Australasia Pty Ltd will only act upon written instructions from a nominated First Contact in relation to adding, modifying or deleting access rights for users.
5. Windsor Wholesale Australasia Pty Ltd does not accept any responsibility for unauthorised use of, or access to the Website or unauthorised distribution of information taken from the Website, including your account, by users to whom the First Contract has granted access rights to the Website. You fully indemnify and keep indemnified Windsor Wholesale Australasia Pty Ltd against all claims that you or any other party may have against it in connection with, or as a result of any such unauthorised access or use.
6. All transactions with Windsor Wholesale Australasia Pty Ltd, including those generated through the website are subject to Windsor Wholesale Australasia Pty Ltd Terms of Trade.
TERMS AND CONDITIONS OF TRADE
1. General These terms and conditions shall apply to the exclusion of all others including any Terms and Conditions of the Customer (whether on the Customer's order form or otherwise). No goods or services will be supplied by Windsor Wholesale (Seller) on any terms or conditions other than those set out herein and by taking delivery of the goods the Customer shall be deemed to agree to these Terms and Conditions. For the purposes of these Terms and Conditions, the 'Purchaser' (Customer) shall mean and include the party named and includes the party to whom goods and services are sold and or in whose name is listed on the Account maintained by the Seller.
2. Payment 2.1. The Customer agrees to comply with the trading terms of Windsor Wholesale and payment for goods or the Customer shall make services to the Seller thirty (30) days from the of end of the month dated on the invoice. It is agreed that if the Customer does not make payment within the period specified herein then the Seller shall have the right to impose a default charge of 0.09 percent per day to any amount outstanding for more than thirty (30) days from the of end of the month dated on the invoice 2.2. In the event that payment is not made within the prescribed time the Seller shall have the right to impose an administration fee of $10.00 +GST for each month or part of a month that the monies remained unpaid from the date payment in addition to interest.
3. Claims 3.1. The Customer will be deemed to have accepted the goods as being in accordance with its order unless it notifies the Seller in writing of its claim within 7 days of receipt of the goods. 3.2. No return of allegedly defective or faulty goods will be accepted by the Seller unless the Seller has made the claim in accordance with the Sellers Credit Returns Policy. 3.3. The Seller shall not be liable for freight costs on goods returned to it by the Customer.
4. Warranty All warranties whether expressed or implied and whether statutory or otherwise with regard to the goods supplied by the Seller as to quality, fitness for purpose or any other matter and hereby excluded except insofar as any such warranties are incapable of exclusion at law.
5. Costs Should payment remain outstanding beyond the Seller's payment terms as outlined in Clause 2, the Customer is liable for all costs, including legal costs (on a solicitor/own client basis) and mercantile agents fees incurred by the Seller in recovering the amount outstanding.
6. Change of Ownership The Customer agrees to notify the Seller in writing of any change of ownership of the Customer within 7 days from the date of such a change and indemnifies the Seller against any loss or damage incurred by it as a result of the Customer's failure to notify the Seller of any change.
7. Caveat Clause The Seller is entitled to request from the Applicant security to secure any credit facilities provided to the Applicant. The Seller, for the purpose of securing any credit facilities provided to the Applicant, needs to take charge over all real and personal property owned by the Applicant for an amount equal to any amount that the Applicant owes the Seller from time to time under the credit facilities or otherwise, and the Applicant will execute any necessary documents for this purpose.
8. Cancellation Orders placed with the Seller cannot be cancelled without the written approval of the Seller In the event that the Seller accepts the cancellation of any order placed with it shall be entitled to charge a reasonable fee for any work done on behalf of the Seller to the date of cancellation including a fee for the processing and acceptance of the Customer's order and request for cancellation.
9. Lien The Customer hereby acknowledges that the Seller has a lien over all goods in its possession belonging to the Customer to secure payment of any or all amounts outstanding from time to time.
10. Title to Goods Notwithstanding anything to the contrary express or implied, property in the goods shall remain with the Seller and shall not pass to the Customer until the Seller has received payment in full for the goods and the Customer has discharged in full all its accounts with the Seller. (i) If payment is made by the Customer by way of cheque ownership shall not pass to the Customer until the cheque has been honoured. (ii) Until the goods are paid for in full the Customer shall hold the goods as a Trustee for the Seller. (iii) In the event that the Customer fails to pay the Seller for the goods by the due date required for payment under the Sellers terms of trade, the Customer (without prejudice to the Sellers rights as an unpaid Creditor or any of its other rights and remedies to retake possession of the Sellers goods from the Purchaser) hereby agrees to deliver up the goods to the Seller upon demand by the Seller and consents to the Seller retaking possession of the goods which remain unpaid. (iv) The parties acknowledge that by supplying or accepting goods on the terms herein specified it is not intended to create a charge mortgage or other security interest over any of the goods supplied.
11. Power to Sell Goods Nothing herein contained shall prevent the Customer from selling the goods to any third party provided that the proceeds of any such sale shall be held in trust by the Customer for the Seller until the Seller has received payment in full for the goods.
12. Certificate A Certificate signed by an officer of the Seller will be prima facie evidence of the Customer's liability to the Seller at the date of the Certificate.
12.1. Severability If any provision of this agreement is deemed to be unlawful or unenforceable, such provision shall be severed from this agreement and all other provisions hereof shall remain in force.
13. Jurisdiction The proper law of all contracts arising between the Seller and the Customer is the law of the State of Victoria and the parties agree that all claims and disputes relating to the goods sold shall be determined in the Court of competent jurisdiction nearest Melbourne.