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Terms & Conditions of Sale

Croplands Terms and Conditions of Sale

 

  1. DEFINITION

 

'Seller' means Croplands Equipment Pty Ltd.

'Buyer' means the addressee specified on documents or invoices subject to this contract issued by the Seller.

'Goods' means any item of whatsoever nature which is sold by the Seller.

‘Terms’ means these Terms and Conditions of Sale

 

All quotations are made and all orders are accepted subject to the following conditions. No other conditions contained in an order of the Buyer or otherwise shall form part of the contract or any variation thereof unless expressly accepted by the Seller in writing. The placement of an order with the Seller by the Buyer constitutes an unqualified acceptance and agreement of these Terms by the Buyer. Buyer and Seller agree that if these terms conflict with any other document, agreement or arrangement, these Terms shall prevail to the extent of the inconsistency.

 

  1.  BUYER'S STATUTORY RIGHTS

 

These conditions of sale shall not exclude, limit, restrict or modify the rights, entitlements and remedies conferred upon the Buyer or the liabilities imposed upon the Seller, by any condition or warranty implied, by the commonwealth, state or territory act or ordinance, rendering void or prohibiting such exclusion, limitation, restriction or modification.

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

 

  1.  WARRANTIES

 

Subject to Clause 2 above,

(a) The Seller warrants that the goods supplied shall be of merchantable quality. All goods are supplied subject to this warranty only and any liability arising out of or in respect of the supply, resupply, use or reuse whether singly or otherwise of these goods, whatsoever arising and whether for consequential loss or otherwise and including any liability the Seller may otherwise have had by virtue of any representation, warranty, condition or term whether express or implied by law is hereby excluded to the extent permitted under the Competition and Consumer Act 2010 .

(b) Any liability incurred by the Seller to the Buyer is limited to the replacement or repair of the goods or (at the option of the Seller) refund of the price paid by the Buyer, for a period of 12 months from the date of sale, provided the goods have not been damaged through misuse or handling and in particular does not extend to consequential loss.

(c) To make a claim under this warranty, the Buyer can contact the Seller through the Dealerportal  website www.croplands.com.au  or call 1300-650-724, or contact their Territory Manager listed on the www.croplands.com.au/pages/contact.html website.  The Buyer should specify the full particulars of such claim and wherever possible return a sufficient part of the Goods to enable a proper examination by the Seller.

 

  1. ADVICE

Subject to Clause 2, any advice, recommendation, information, assistance or service provided by the Seller in relation to Goods sold or manufactured by it or their use or application is given in good faith and is believed by Seller to be appropriate and reliable and is provided without liability or responsibility on the part of the Seller. This clause also applies to product specifications and analyses which may from time to time be required to be provided to the Buyer from the Seller.

 

  1.  DELIVERY

The Seller will make all reasonable efforts to have the goods delivered to the Buyer on the date agreed between the parties (‘Delivery Date’) but the Seller shall be under no liability whatsoever should delivery not be made on this date. Unless otherwise specified, delivery of all Goods shall be made at the nearest convenient unloading point (either road or rail) to the Buyer's address and the Buyer shall be responsible for unloading vehicles or containers and transportation to factory or store.

 

  1. DAMAGE IN TRANSIT

All Goods shall be examined by the Buyer on delivery. The Seller shall not be liable for claims in respect of shortage or damage in transit unless the carrier and the Seller are notified in writing within 7 days of delivery - or in the case of non delivery, notice being given in writing within 7 days of notice of despatch of the goods from the works of the Seller or its subcontractors.

 

  1. RISK

The assessment of the suitability of the goods offered by the Seller for use by the Buyer, either in a process or incorporation in a product, is the sole responsibility of the Buyer irrespective of any information verbal or written given to the Buyer by the Seller. The Buyer assumes all risks and liabilities for consequences arising from the use of Goods from the Delivery Date, whether singly or in combination with other products and indemnifies the Seller in respect of any such use.

 

  1. RESERVATION OF TITLE

(a) Property in the Goods shall remain with the Seller and the Seller reserves the right to dispose of the Goods until such time as:

(i) full payments made for all amounts owing by the Buyer to the Seller so that the Buyer's total indebtedness to the Seller under these Conditions of Sale is discharged; or

(ii) the Buyer sells the goods to his customers in the ordinary course of business.

(b) lf the Buyer fails to pay any amount of the Buyers total indebtedness to the Seller under

these Conditions of Sale when it is due to the Seller or, in event of default as specified in this subclause occurs, the Seller may without notice and without prejudice to any of its other rights and remedies recover and/or re-sell the Goods or any of them and may enter upon the Buyers premises by its servants or agents for that purpose.

(c) The Buyer acknowledges that until his total indebtedness under these Conditions of Sale to the Seller is discharged, the Buyer holds the Goods as bailee of the Seller and that a fiduciary relationship exists between them.

(d) ln the event of sale of the Goods to its customers, the Buyer in its position as a fiduciary shall account to the Seller for the proceeds of the sale (unless and until the Buyer's total indebtedness to the Seller under these Terms is discharged).

 

9        PERSONAL PROPERTIES SECURITY ACT 2009 (PPSA)

 

(a)   In this clause 9, unless otherwise defined in these Terms, capitalised expressions have the meaning given to them in the PPSA.

(b)   Buyer acknowledges and agrees that by entering into a contract of sale under these Terms, Buyer grants a Security Interest to the Supplier in the Goods and any proceeds of sale in respect to those Goods and also consents to the Seller registering any one or more Financing Statements or Financing Change Statements in respect to any such Security Interest created by or contemplated by these Terms.

(c)    Buyer and Seller agree for the purposes of satisfying s20(1)(iii) of the PPSA, that the description of Goods as shown on any invoice from the Seller is the subject of each and any Security Interest created under these terms and such and every invoice is incorporated into these Terms.

(d)   Buyer agrees that it is the Grantor and Seller is the holder of a Purchase Money Security Interest (PMSI) by virtue of these Terms or the PPSA. 

(e)   Buyer agrees that the following provisions of the PPSA will not apply to these Terms:

Sections 95, 96, 125, 129, 130, 132(3)(d), 132(4), 135, 142 and 143.

(f)     Unless otherwise agreed in writing with the Seller, the Buyer waives its rights to receive a verification statement in accordance with s157 of the PPSA.

(g)   For the purposes of s275(6) of the PPSA, Buyer and Seller agree that neither party will, or is entitled to, disclose information of the kind specified in s 275(1) of the PPSA.

(h)   Buyer agrees with the Seller that it will not enter into any agreement or arrangement which permits any other person to register any Security Interest in respect to unpaid  Goods, proceeds of sale of unpaid Goods or any accounts owed in respect of the unpaid Goods without the suppliers consent.

(i)     Buyer agrees to give Seller at least 10 days prior written notice before changing any of its corporate details, such as its name, ABN or ACN, or principle place of business.

(j)     Buyer agrees it shall unconditionally ratify any actions taken by the Seller under this clause 9.

(k)    Buyer agrees to reimburse Seller for all costs and/or expenses incurred or payable by the Seller in relation to registering, maintaining or releasing any Financing Statement or Financing Change Statement under these terms.

(l)     This clause 9 will survive the termination of the contract for sale and purchase of Goods between the Buyer and Seller to the extent permitted by law.

 

  1.  PRICE

The price shall be the price ruling at the Delivery Date unless otherwise agreed in writing. Any price indications or price lists are subject to alteration to price ruling at the Delivery Date.

 

  1. FORCEMAJEURE

Deliveries may be totally or partially suspended by the Seller during any period in which the Seller may be prevented or hindered from making delivery through any circumstances outside its reasonable control, including but not limited to strikes, lockouts, raw material shortages, accidents or breakdowns of plant or machinery. The Seller shall not be under any liability in respect of such suspension and in particular the Seller shall be under no obligation to deliver at any future date any Goods not delivered during the period of suspension.

 

  1.  PAYMENT AND DEFAULT

Unless otherwise agreed expressly in writing the terms of payment shall be 30 days, following the end of the month of delivery. lf the Buyer makes default in any payment or commits any act of bankruptcy or being an incorporated company, passes a resolution for winding up (except for the purpose of reconstruction) or a petition is presented for its winding up, the Seller may without prejudice to its own rights either suspend further deliveries, require payment in advance for all such deliveries or terminate any contract forthwith by written notice to the Buyer. Where the payment is to be made from places outside of Australia, the normal method of payment shall be a confirmed irrevocable bank letter of credit designated in Australian Dollars from a bank approved by the Seller guaranteeing full settlement to an agreed bank payable on presentation of the documents.

 

  1.  DEBT COLLECTION COST

If the Buyer makes default in payment, which necessitates debt collection costs to be incurred by the Seller, these debt collection costs will be passed onto the Buyer, and shall be recouped by the Seller at such time as the recovery of outstanding debt takes place.

 

  1. FUTURE DEALING

Unless otherwise agreed to in writing by the Seller and not withstanding any terms appearing in documentation provided by or on behalf of the Buyer the terms appearing herein shall be incorporated by implication into all agreements by the Seller to supply the Buyer with goods.

 

  1.  CANCELLATION

Cancellation will only be accepted by the Seller on condition that all costs and expenses and all loss of profits and other loss or damage sustained by the Seller (as to which the certificate of the auditor of the Seller shall be conclusive) will be reimbursed by the Buyer to the Seller forthwith.

 

  1.  AUSTRALIAN LAW

This contract shall be construed ¡n accordance with Australian law and shall be subject to the jurisdiction of the Australian courts.

 

  1. NOTICES

Any notice given to the Buyer shall be deemed to be given upon its being posted or sent by facsimile/email to the address of the Buyer set out in documents and invoices.

  1. RESERVATION OF RIGHTS

Notwithstanding anything else in these Terms, any exercise or attempted exercise, of any enforcement right by the Seller under these Terms does not prejudice or limit, in any respect, any other rights or remedies of the Seller arising at law or in equity.