Terms & Condition

In these terms and conditions:

1. a) “Seller” means Acme Impex Ltd and Acme Impex Pty Ltd.
2. b) “Buyer” means the person, firm, company or entity buying the Goods from the Seller.
3. c) “Goods” means all Goods the subject matter of any contract for purchase between the Seller and Buyer, including where the context permits a resulting product into which the Goods are so incorporated, manufactured or commingled that their identity is lost in the resulting product.

All Goods supplied by the Seller to the Buyer are supplied subject to the following Terms and Conditions of Sale which shall prevail despite any indication to the contrary by any person, agent or representative acting or purporting to act on behalf of the Seller.

Goods will be supplied where either direct credit, cheque or credit card payment accompanies an order or where a duly authorized Company Purchase Order has been received (whether in writing or verbal) and is charged against an account previously opened with the Seller.

All prices listed are GST Exclusive unless otherwise stated. Prices are subject to change without notice.

a) The Buyer agrees to pay to the Seller in full all invoices by the due date with no off-set or deduction. The due date shall be defined as the earlier of:

1. i) On or before the due date for payment as listed on the invoice;
2. ii) Immediately when the Buyer sells or disposes of the Goods; or
3. iii) At the completion of any action which involves the Buyer’s solvency at which time the Buyer shall keep the proceeds of any sale separate from the Buyer’s funds.

b) Where the Buyer’s account is overdue the Seller may, at its discretion, refrain from supplying any further Goods.

c) The Buyer agrees to pay interest on all sums and overdue amounts outstanding at 1.5% per month from the due date or date of default as the case may be until payment is made. Interest will be compounded monthly and added to the overdue amount.

d) If a solicitor or debt collector is instructed by the Seller to enforce or attempt to enforce any rights pursuant to these terms and conditions of sale then the Buyer agrees to reimburse (with all monies due) any liabilities, fees and disbursements as charged to the Seller as a result.

e) The Seller may at its discretion apply any payments it receives from the Buyer in and towards the satisfaction of any indebtedness of the Buyer to the Seller and it shall not be bound by any conditions or qualifications that the Buyer may make in relation to such payments.

The Seller shall use its best endeavours to arrange prompt delivery of goods ordered. Dates given by the Seller for delivery shall be deemed to be indicative only but will not be accepted as a condition of sale. If delivery of the goods is delayed for any reason whatsoever the Seller shall not be liable in any way for loss of revenue or profits or any consequential loss or damages for failure to deliver on such date.

Goods are sold ex store with any freight and handling charges for the account of the Buyer. Goods returned from evaluation or for warranty claims must be consigned by the Buyer freight prepaid.

Risk of any loss, deterioration or damage of or to the goods shall be borne by the Buyer from the time of dispatch from the premises of the Seller.

The Buyer shall insure and keep insured the goods to the full price against all risk until the Seller has received payment for the goods in full.

a) All goods shall remain the property of the Seller as legal and equitable owner pending cleared payment in full of all moneys due and owing in respect of the Goods owe by the Buyer to the Seller. The Buyer acknowledges that the Buyer is in possession of the Goods as bailee for the Seller pending payment in full of all moneys due to the Seller. Unless the Seller directs otherwise, the Buyer may dispose of any Goods to third parties by way of bona fide sale at full market value in its normal course of trading.

b) The Seller may at any time enter the premises of the Buyer or any other premises that the Buyer is authorized to enter and retake possession of the Goods for the purpose of inspecting, maintaining, testing the Goods or perfecting the Seller’s security interest in the Goods.

a) In addition to any other provision hereof, the Buyer shall be in Default if any of the following events shall occur:

1. i) If the Buyer fails to pay any amount due by the due date.
2. ii) If the Buyer fails to meet any obligation to the Seller.
3. iii) If the Buyer becomes insolvent.
4. iv) If a Receiver, Liquidator or Official Manager is appointed in respect of the Buyer.
5. v) If a compromise arrangement with the Buyer’s creditors is made or likely to be made.
6. vi) If the Buyer ceases or threatens to cease carrying on business.
7. vii) If the ownership or effective control of the Buyer is transferred, or the nature of the Buyer’s business is materially altered.
8. viii) If the Buyer does or permits any act or thing likely to prejudice or put at risk the Goods or the Seller’s rights or interest (including its security interest) in the Goods.

b) For the purposes of clause 9a) hereof, a reference to the Buyer shall include the Guarantor(s).

c) If an event of Default shall occur (notwithstanding that the Seller may have waived some previous default by the Buyer) then:

1. i) All sums owing by the Buyer to the Seller shall become immediately due and payable.
2. ii) The Seller may retake possession of the Goods and sell them without being liable in any way to the Buyer.Furthermore, the Buyer shall indemnify the Seller for all costs (including legal costs), claims by third parties or whatsoever in retaking possession and selling the Goods.

d) Notwithstanding the foregoing, the Seller shall be entitled at any time in its sole discretion and without notice to the Buyer to suspend or terminate any credit account with the Buyer and the Buyer shall forthwith deliver the Goods to the Seller at its place of business or at such other place as shall be agreed upon.

The Seller shall not be liable for any errors or omissions or for incidental or consequential damages arising from the supply or use of any Goods supplied by the Seller.

To the maximum extent permitted by law, the Seller shall not be liable for lost profits, loss of goodwill or any incidental or consequential damages.

Further the Buyer agrees that in no case shall the liability of the Seller exceed the purchase price of the goods giving rise to any liability.

The Buyer consents to the Seller making inquiries of third parties with regard to the Buyers credit worthiness and receiving and disclosing information

After reading and agreeing with the terms and conditions as stated I the undersigned, as a duly authorized officer of the applicant accept the terms and conditions applicable under this agreement.