1.1 “The Supplier” means Direct Uniform Distributors Pty Ltd ABN 90 107 167 699
1.2 “Purchaser” means the person (the word “person” is deemed to include a corporation) ordering the goods which are the subject of this contract and any future contract that may be entered into by the same Purchaser with the Supplier.
1.3 “Goods” means the goods supplied by the Supplier pursuant to any order by a Purchaser.
1.4 “The Price” includes but need not be limited to, the purchase price for the goods, the delivery and freight charges, the GST payable in respect of the supply of the Goods and extra packaging charges if any.
1.5 “the GST” means the Goods and Services Tax payable in respect of the supply of the Goods made by the Supplier to the Purchaser from time to time.
The only contractual terms which are binding upon the Supplier are those herein contained or which are otherwise expressly agreed to in writing by the Supplier with a Purchaser. All other terms, conditions, warranties, representations, statements and obligations, whether express or implied and which would otherwise by binding on the Supplier are, to the extent permitted by law, hereby expressly waived, excluded and negative.
3.1 The Supplier shall only be obliged to supply goods to the Purchaser which are paid for (upfront payment) at the time the Purchaser orders the Goods from the Supplier. The Supplier may at its absolute and unfettered discretion supply Goods to the Purchaser without any upfront payment.
3.2 Orders for non stocked goods:
shall only be accepted by the Supplier if such orders are in writing; and
such order or orders may not be subsequently cancelled by the Purchaser unless there is prior agreement to the said cancellation in writing by the Supplier.
3.3 The Supplier need only deliver to the Purchaser Goods which the Purchaser has ordered and which the Supplier has in stock. In the event the Supplier is unable to supply all the goods ordered but only some part of the order, then the Supplier shall inform of the shortfall in stock and the Purchaser shall inform the Supplier in writing that the Purchaser requires;
a. Cancellation of the order and refund of its payment; or
b. Accept the Goods in stock and await provisions of out of stock items when they are available from the Supplier; or
c. Accept the Goods in stock and a refund or credit in respect of the out of stock Goods.
3.4 The Supplier shall not in any manner whatsoever be held liable for any loss either to the Purchaser or others for any of the Goods failing to arrive at any destination and/or on any due date or time.
3.5 The Supplier shall at all times endeavor to deliver the Goods as requested and on time but no liability whatsoever shall attach to the Supplier for late delivery.
4 Credit Claims and/or Return of Goods
Goods may only be returned to the Supplier subject to the following conditions:
4.1 Before the Purchaser returns any goods to the Supplier, it must be authorized in writing to do so by the Supplier and issued with an authorization number before such return is effected.
4.2 The Supplier need not accept the return of any goods unless such goods are returned to the Supplier within seven days of the receipt by the Purchaser.
4.3 Goods being returned must be accompanied by a copy of the relevant invoice number, the Supplier’s authorization number and the name and address of the Purchaser and returned using the Supplier’s nominated carrier.
4.4 The Purchaser shall be responsible for all costs and expenses associated (directly or indirectly) with the return of goods unless the Supplier otherwise determines.
4.5 Credit claims for shortages must be notified in writing to the Supplier within 48 hours of receipt of the goods otherwise the Supplier need not credit such shortages to the Purchaser’s account.
4.6 The Supplier need not (in its absolute discretion) accept or agree to a credit claim where the Purchaser has had the goods delivered (directly or indirectly) to any third party.
4.7 The suppliers shall not accept or agree to a credit claim once artwork has been approved by the Purchaser or any third party.
4.8 Goods which have been decorated are not eligible for return. The Supplier reserves the absolute and unfettered right to determine what action if any is required in respect of all decorated orders which have been incorrectly decorated.
4.9 Goods ordered and received by the Purchaser are not returnable unless the goods are clearly of the incorrect style and/or size to those ordered by the Purchaser and/or are goods damaged at the Supplier’ premises or in transit from the Supplier using the Supplier’s nominated carrier.
4. 10 Credit claims shall not be accepted by the Supplier where the goods are samples or orders under ten units without the Supplier’s prior written approval which will be at the Supplier’s absolute and unfettered discretion.
4.11 Discontinued goods are not eligible for return under any circumstances whatsoever.
4.12 Goods to be returned must be in their original garment bag and if not any credit will be at the absolute and unfettered discretion of the Supplier.
4.13 Samples must be purchased and may be returned against an order that is to be decorated with either embroidery or printing.
4.14 The greater of:
A.15% of the value of the returned goods; or
B. $25-00 + gst
Will be levied as an administrative charge and shall be deducted from any refund or credit in respect of all returned goods.
5 Price and Payment:
5.1 The prices of all or any goods are subject to periodic change and may be without notice to the Purchaser.
5.2 Non stocked goods will be quoted by the Supplier before any orders for such goods are accepted by the Supplier.
5.3 Payment MUST be made by the Purchaser to the Supplier for all goods before dispatch unless the Supplier decides otherwise at its absolute and unfettered discretion.
5.4 Goods dispatched to the Purchaser without prior payment and after a credit account has been opened for the Purchaser by the Supplier (the terms and conditions of that account determined at the absolute and unfettered discretion of the Supplier) the Supplier will dispatch orders only on the basis that payment will be received by the Supplier within the period provided for by the terms and conditions of that credit account and upon receipt by the Purchaser (or its nominated third party) of the goods.
5.5 Goods not paid for prior to being dispatched by the Supplier MUST be paid for in full within 7 days of receipt of the goods by the Purchaser or its nominated third party unless some other period has been set for payment by the Supplier in its absolute and unfettered discretion.
5.6 If payment for goods is not made within the time specified by the Supplier (or in accordance with these Terms and Conditions) then interest calculated at the rate of 8% weekly shall accrue on the monies due (including any GST in respect of such moneys) and an administrative charge of $25-00 in respect of each order unpaid by the due date. Any payment received by the Supplier shall be credited firstly as against any interest and administrative charges due.
5.7 Upon the Purchaser committing any act of insolvency all monies due by the Purchaser to the Supplier shall become payable immediately.
6.1 Risk in the goods shall pass to the Purchaser as at the date and time of dispatch immediately the goods are placed upon the vehicles which are to effect delivery regardless of whether the vehicles are loaded at the premises of the Supplier or of the Supplier’s agents and the Purchaser shall insure all goods that are at its risk.
6.2 The Supplier accepts no risk or liability in respect of any order dispatched to a third party.
7.1 Notwithstanding that Risk in the goods shall pass to the Purchaser as herein provided, the legal and beneficial title to and ownership of the goods shall be retained by and remain with the Supplier absolutely until the whole of the monies due under the invoice is paid in full.
7.2 In the event that the Purchaser defaults in the payment for the goods, the Supplier shall have the right (but not the obligation) to retake possession of the goods by adopting in its absolute and unfettered discretion such lawful means as may be necessary in the circumstances and notwithstanding wherever such goods may be located. Further, the Supplier shall have the right itself or by its agents, servants, employees or other authorized representatives to enter the Purchaser’s premises without being deemed a trespasser and to retake possession of the goods and to remove them from such premises without let or hindrance by the Purchaser.
7.3 In the event that the Purchaser has not paid for the goods prior to dispatch from the Supplier (or the Supplier’s agent as the case may be), the Purchaser may sell the goods to a third party provided that the proceeds of any such sale are kept separate from all other monies held by the Purchaser and such moneys are hereby deemed and it is expressly acknowledged by the Purchaser to be held by the Purchaser upon trust for the Supplier.
7.4 In the event and notwithstanding that title to the goods has not passed to the Purchaser, the Purchaser hereby acknowledges that the Supplier has a lien over all goods in possession of the Purchaser and are held by the Purchaser to secure payment of monies due to the Supplier.
8 Change Of Ownership:
8.1 The Purchaser hereby agrees to notify the Supplier in writing of any change of ownership of the Purchaser within seven (7) days from the date of such change and indemnifies the Supplier against any loss incurred by the Supplier as a result of the Purchaser’s failure to do so.
8.2 In the event that the Purchaser is:-
a. a corporate entity then a 5% change in the shareholding thereof and/or the removal or appointment of a director shall be deemed to be a change in the ownership of the Purchaser;
b. a partnership then a change of any one of the partners thereof (and if one of the partners is a corporate entity – then a change envisaged by paragraph a hereof) shall be deemed to be a change of ownership.
The parties hereby agree that the proper law applicable to all contracts and agreements arising between the Supplier and the Purchaser is the law of the State of New South Wales and the parties hereto agree to submit to the exclusive jurisdiction of the Courts of that State.
10 Collection Charges
10.1 The Purchaser hereby expressly agrees to pay all costs and expenses incurred directly or indirectly by the Supplier (including but without being limited to the commission charged by collection agencies and all legal costs and disbursements on an indemnity basis including but not being limited to Solicitor / Client costs) in respect of the collection of any outstanding monies owed by the Purchaser to the Supplier.
10.2 The Supplier shall be entitled at its absolute and unfettered discretion to determine the time from which it will seek to recover the costs of any unpaid goods and the costs and expenses howsoever associated with such recovery action provided that the Supplier may not commence any action until the expiry of any time period within which the Purchaser has to pay for the goods.