TERMS AND CONDITIONS OF SALE
1.1 All and any business undertaken by WAGGING TAILS (“we”, “our”, “us”) with the Customer named in the Credit Application (‘the Customer’) is transacted subject to these Terms and Conditions. In the event that there is any inconsistency between these Terms and Conditions and any other communication from WAGGING TAILS, these Terms and Conditions shall prevail unless specified otherwise in writing by WAGGING TAILS.
1.2 These Terms and Conditions shall not be varied without the express written consent of WAGGING TAILS.
1.3 In these Terms and Conditions: –
(a) “Agreement” incorporates the Credit Application and these Terms and Conditions;
(b) “Goods” means goods supplied by us to the Customer from time to time including, but not limited to goods described in any invoice we issue to the Customer; and
(c) “You” means the Customer.
The description hereinbefore given of the Goods has been given by way of identification only and the use of such description does not constitute this Agreement as a sale by description.
3.1 Due to fluctuations beyond our control, prices listed or quoted are subject to confirmation and to alteration without notice. Only prices ruling at time of delivery are valid, and priced dockets are provided with Goods delivered for immediate reference.
3.2 We reserve the right to correct any errors or omissions of any kind in offers, quotations or invoices, whether technical, clerical or otherwise.
3.3 Prices include GST unless specifically noted and any GST payable will be chargeable to the Customer. Where a price does include GST, it has been based upon the rate ruling at the date of quotation or price list and any variation at the time of delivery shall be for the account of the Customer.
3.4 All pricing is on a product only basis unless agreed in writing by us.
4.1 We may in our absolute discretion refuse the Customer credit facilities or suspend or discontinue the supply of Goods and/or services to the Customer or to increase or vary the Customer’s credit limit at any time without any obligation to provide to the Customer or the Customer’s guarantor(s) prior notice or a reason for such action.
4.2 The Customer will pay us for any and all of our expenses including but not limited to any legal costs on an indemnity basis, stamp duties and other expenses payable under these Terms and Conditions together with any collection costs or dishonoured cheque fees incurred in connection with the enforcement of, or the preservation of any rights under these Terms and Conditions.
5.1 Any delivery dates are estimates only and WAGGING TAILS shall not be liable for any failure to deliver, or delay in delivery whatsoever. The Customer shall not be relieved of any obligation whatsoever to accept or pay for the Goods by reason of any delay.
5.2 WAGGING TAILS reserves the right to deliver in instalments and each delivery shall be deemed to be sold under separate contract.
Please see return policy and procedure
7.1 Ownership, property and title in and to any Goods supplied by us shall only be transferred to the Customer when payment in full has been made by the Customer to us for all sums owing to us, including part paid debts and secured debts, whether under this Agreement or any other contract, agreement or arrangement and until such payment is made we have the right to call for and the Customer is under an obligation to deliver up the Goods to us forthwith upon such demand.
7.2 No documentation affixed to or referring to the Goods shall be removed from the Goods and/or destroyed by the Customer until such time as title to the Goods has passed to the Customer under these Terms and Conditions.
7.3 For the purpose of giving effect to the arrangements specified in clause 6.4 the Customer hereby irrevocably appoints us as their Attorney.
9.1 PPSA retention of title property (as that term is defined in the Corporations Act 2001 (Cth); and
9.2 “PPSA Security Interest” has the meaning given to that term in the Personal Property Securities Act 2009 (Cth).
10.1 Unless otherwise defined in these Terms and Conditions, the capitalised words and expressions used in this clause have the meanings given to them in the Personal Property Securities Act 2009 (Cth) (“PPSA”).
10.2 The Customer acknowledges that this Agreement constitutes a Security Agreement and the Customer agrees to grant us a Security Interest in all Goods previously supplied by us to the Customer (if any) and their Proceeds including Accounts and Accessions and in all future Goods supplied by us to the Customer and their Proceeds including any Accounts and Accessions by virtue of this Agreement.
10.3 The Customer acknowledges that any retention of title supply pursuant to this Agreement attaches on delivery of Goods and constitutes a Purchase Money Security Interest.
10.4 The Customer will do all things necessary in our opinion (including providing all information, obtaining consents and executing documents) which we require for the purposes of:
(a) ensuring that our Security Interest is enforceable, perfected and otherwise effective under the PPSA;
(b) enabling us to gain first priority (or any other priority agreed to by us in writing) for our Security Interest; and
(c) enabling us to exercise rights in connection with our Security Interest.
10.5 Until ownership of the Goods passes, the Customer waives its rights under the following provisions of Part 4 of the PPSA:
(a) to receive a notice of intention of removal of an Accession (section 95);
(b) to receive a notice that we decide to enforce our Security Interest in accordance with land law (section 118);
(c) to receive a notice of enforcement action against liquid assets (section 121(4));
(d) our obligation to dispose of or retain Collateral (section 125);
(e) to receive a notice of disposal of Goods by us purchasing the Goods (section 129);
(f) to receive a notice to dispose of Goods (section 130);
(g) to receive a statement of account following disposal of Goods (section 132(2));
(h) to receive a statement of account if no disposal of Goods for each 6 month period (section 132(4));
(i) to receive notice of any proposal of ours to retain Goods (section 135(2));
(j) to object to any proposal of ours to either retain or dispose of Goods (section 137(2));
(k) to redeem the Goods (section 142);
(l) to reinstate the Security Agreement (section 143);
(m) to receive a notice of any Verification Statement (section 157(1) and section 157(3);
10.6 The Customer further agrees that, where we have rights in addition to those under Part 4 of the PPSA, those rights will continue to apply.
10.7 Until ownership of the Goods passes, the Customer must not give to us a written demand or allow any other person to give us a written demand requiring us to register a Financing Change Statement under the PPSA or enter into or allow any other person to enter into the Register a Financing Change Statement under the PPSA.
10.8 The Customer acknowledges that it has received value as at the date of first delivery of the Goods and has not agreed to postpone the time for Attachment of the Security Interest granted to us under these Terms and Conditions.
10.9 The Customer irrevocably grants to us the right to enter upon the Customer’s property or premises, without notice, and without being in any way liable to the Customer or to any third party, if we have cause to exercise any of our rights under sections 123 and/or 128 of the PPSA, and the Customer shall indemnify us from any claims made by any third party as a result of such exercise.
11.1 For the purpose of this clause 11:
(a) “Statutory Guarantees” means the guarantees that apply to Goods and services purchased by Consumers (as defined in the Competition and Consumer Act 2010 (Cth) (CCA)), as set out in Part 3-2, Division 1 of the ACL; and
(b) “Australian Consumer Law” or “ACL” means the law set out in Schedule 2 to the CCA.
11.2 Except for the Statutory Guarantees and any express warranties, WAGGING TAILS disclaims and excludes all other warranties and representations in relation to the Goods or services including any technical advice provided by it under this Agreement.
11.3 To the maximum extent permitted by section 64A of the ACL, if the Goods or services provided by WAGGING TAILS under this Agreement are not of a kind ordinarily acquired for personal, domestic or household use or consumption, WAGGING TAILS limits its liability, at its discretion:
(a) In the case of Goods, to:
iii. the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
(b) in the case of services, to:
10.1 Any claim by the Customer for damage, shortage, bad condition or any other fault in the Goods must be made in writing giving full particulars and received by WAGGING TAILS within seven (7) days of delivery of the Goods to the Customer for which time is of the essence. Where reasonably practicable, the Goods shall be returned to us (at the Customer’s cost) to enable examination for the purposes of any claim.
10.2 If you do not notify us of any claim within seven (7) days of delivery, the Goods are deemed to be delivered by us and accepted by you in compliance with these Terms and Conditions.
13.1 The Customer acknowledges and understands that pursuant to Section 18E(8)(c) of the Privacy Act 1988, we are permitted to give a credit reporting agency personal information about any named entities or individuals named in the Credit Application. The Customer acknowledges that the information which may be so provided is set forth in Section 18E(1) of the Privacy Act 1988.
14.1 Except as required by law, this Agreement and subject to the PPSA, WAGGING TAILS and the Customer agree to treat the terms of this Agreement as confidential.
14.2 WAGGING TAILS and the Customer acknowledge and agree that clauses 14.1, 14.3 and this clause14.2 constitute a confidentiality agreement pursuant to Section 275(6) of the PPSA.
14.3 Neither WAGGING TAILS or the Customer will disclose, send or make available any of the information referred to in Section 275(1) of the PPSA to any person except as required by law, this Agreement and subject to the PPSA.
(a) fail to pay for any Goods by the Due Date; or
(b) otherwise breach this Agreement and fail to rectify such breach within seven (7) days’ notice; or
(c) commit an act of bankruptcy; or
(d) allow a trustee in bankruptcy or receiver and manager to be appointed to you or any of your property; or
(e) allow distress to be levied or a judgment, order or security to be enforced, or to become enforceable against your property; or
(f) are a company and:
then we and our agents may enter upon your premises (doing all that is necessary to gain access) where Goods supplied under this Agreement are situated at any time and retake possession of any or all of the Goods we have supplied to you; and
(g) we reserve the right to:
This Agreement is governed by the laws of Queensland. You and WAGGING TAILS irrevocably submit to the exclusive jurisdiction of the Queensland courts and federal courts sitting in Queensland.
Should any part of these Terms and Conditions be held to be void or unlawful, these Terms and Conditions will be read and enforced as if the void or unlawful provisions have been deleted.