X-Pak Global Sale Terms & Conditions
1300 551 281 www.xpak.com.au email@example.com
1.1 These X-Pak Global Sale Terms apply between Storeplan Group Pty Ltd ABN 69 607 839 994 trading as X-Pak Global (us, our or we) and the Customer named on the first page of the credit application (you) regarding you buying from us the Goods or Services, on and subject to an Agreement.
1.2 If you do not accept these X-Pak Global Sale Terms, then we will not process your Sales Order.
1.4 No other terms and conditions will apply to the Agreement, including any you purport to make when placing an order with us.
1.5 An Agreement may only be cancelled or varied with our prior written consent.
2.1 In these X-Pak Global Sale Terms unless the context otherwise requires:
Agreement means a contract between us and you for the sale and purchase of the Goods and/or Services on and subject to the terms and conditions referred to in clause 1.3
Anticipated Delivery Date is deemed to be the greater of either your requested delivery date or our achievable delivery date
Goods mean the goods (if any) agreed in the Agreement to be supplied by us to you
Payment has the meaning given in clause 8.1 PPSR is the Personal Property Securities Act 2009 (Cth)
Quotation means the form, tender or quotation submitted by us to you regarding the Goods or Services Sales Order means a written order for the Goods or Services ordered by the Customer that have been confirmed by us and are to be delivered in accordance with these X-Pak Global Sale Terms
Services mean the services (if any) agreed in the Agreement to be performed by us to you, and
Tax Invoice means the X-Pak Global tax invoice issued by us to you which is subject to these X-Pak Global Sale Terms.
2.2 The expression Person includes an individual, the estate of an individual, a government body, a corporation, an association (incorporated or unincorporated) and a statutory or other authority.
3.1 A Quotation is valid for 30 days or such other period as stated in the Quotation, unless it has been withdrawn by us.
3.2 A Quotation is not an obligation to sell, but is merely an invitation to treat. No contractual relationship arises from a Quotation until your order has been accepted by us in writing, and after you have made full payment of the deposit where required in accordance with clause 4.
3.3 Any special conditions specified in a Quotation, Sales Order, or Tax Invoice will take precedence over these X-Pak Global Sale Terms to the extent that they are inconsistent with these X-Pak Global Sale Terms.
5.1 You must pay us in AUD according to the payment terms set out in the Quotation or Sales Order.
5.2 If you order through our Online Shop, Payment in full is required.
5.3 If you are a non- account holder, we will require full Payment before we effect delivery of the Goods or performance of the Services.
5.4 If you are an account holder, we require payment of our Tax Invoice within 30 days of the end of the month of the date of the Tax Invoice, unless otherwise specified in the Quotation or Sales Order.
5.5 We accept payment by Visa and MasterCard. All card payments incur a 1% merchant fee surcharge at the time of payment. Amex and overseas cards cannot be accepted.
5.7 Time for payment is of the essence, and failure to pay on time will entitle us, without prejudice to our other rights, to:
(a) suspend any outstanding delivery
(b) cancel the Agreement and seek damages for breach of contract and our costs of recovery, and/or
(c) charge interest on the outstanding amount at 8% above the RBA cash rate from time to time each day from the date for payment until the date of payment, both before and after any judgment.
6.1 On acceptance of an order, we may confirm the period of shipment or delivery and must notify you of any variation from the quoted period. Unless you object in writing within 7 days of that notification to you, the period of shipment or delivery notified to you will be the contractual period for shipment or delivery.
6.2 We will not accept any liability or responsibility for delays in the delivery of Goods.
6.3 Quotes of deliveries are given with best intentions but are not guaranteed. Time is not of the essence regarding the delivery of the Goods or the Anticipated Delivery Date, unless the Quotation, Sales Order or Tax Invoice expressly states otherwise. Time for delivery cannot be made of the essence by notice from you.
6.4 Delivery will be deemed to be made when the Goods are first presented for delivery to the place specified in the Quotation, Sales Order or Tax Invoice.
6.5 We reserve the right to make part deliveries of any order and each part delivery will constitute a separate sale of Goods on these X-Pak Global Sale Terms and may be invoiced separately. A part delivery of an order will not invalidate the balance of an order.
6.6 If for any reason you do not accept delivery of the Goods or performance of the Services when they are ready for delivery or performance, or we cannot deliver the Goods or perform the Services on time because you have not provided us with appropriate instructions, documents, licences, or authorisations, we reserve the right to:
(a) invoice you the total amount of the Tax Invoice, and
(b) charge you a daily storage fee, to accrue from 5 days after the Anticipated Delivery Date until the date of delivery.
6.7 If we attempt delivery of the Goods to you, and it is discovered that the delivery site is not ready for delivery of the Goods, and as a consequence, we are required to return the Goods back to its own premises and subsequently re-deliver the Goods to you, we will be entitled to charge you a reasonable fee to recover the additional transport and storage costs.
7.1 Title to the Goods will not be transferred to you (or any financial institution and or agent facilitating the acquisition of the Goods by you) until the total purchase Price and any other sums due to us under these X-Pak Global Sale Terms, including any late payment charge payable, has been duly paid in cleared funds to us (Payment).
7.2 Unless and until such Payment is so made:
(a) you will hold the Goods and any money received by you in respect of the sale or disposal of them (or if any part of the whole thereof has been damaged or destroyed, any insurance or other compensation moneys received) on trust for us, and
(b) you will store the Goods or hold such money in such manner as to show clearly that they are our property.
7.3 Until Payment has been made, you irrevocably authorise us at any time to enter onto any premises on which:
(a) our Goods are stored or held to enable us to inspect the Goods and/or if you are in default under clause 5, to reclaim the Goods. You indemnify us and hold us as not liable in respect of any action taken pursuant to our rights under this Agreement, and
(b) you have retained records concerning the Goods being held, so as to permit us to inspect and copy such records where necessary.
7.4 The risk in the Goods will pass to you on delivery. You accept the responsibility for insurance for the Goods from that time, but delivery does not make you the owner of the Goods until Payment in full. 7.5 Until final Payment is made in accordance with these X-Pak Global Sale Terms, neither you nor any administrator appointed pursuant to any section of the Corporations Act will move any part of the Goods from the location to which it was delivered by us nor will you sell or contract to sell, mortgage, charge, lease or otherwise dispose of the same or part with possession of the same.
7.6 We reserve the right to register any retention of title security interest in Goods on the PPSR, and you agree to provide all such assistance to us to enable us to make any such PPSR registration.
8.1 You must inspect all Goods on delivery.
8.2 You must notify us if the Goods or Services are not in accordance with the Quotation, Sales Order or Tax Invoice within 48 hours of delivery or performance. Failing such notice and to the extent permitted by statute, the Goods or Services and their condition will be deemed to have been delivered or performed and accepted by you.
9.1 We will not accept the return of the Goods delivered to you if the Goods delivered have been accepted or deemed accepted by you or you wish to change your mind and cancel the Sales Order, unless we choose to do so in our sole discretion.
9.2 If we do accept a cancellation of your Sales Order, you agree to arrange a return of the Goods, at your cost and risk, to our nominated returns depot or warehouse, as we nominate, and you agree to return the Goods in their original condition, in their original unopened and sealed packaging, accompanied by the original Sales Order docket receipt or another form of proof of purchase. You also agree that we are entitled to deduct from any refund of the Payment made by you, the cost of the original delivery and an amount that we reasonable believe reflects the loss to us in accepting the cancellation, including any storage costs and any mark down of the price of the Goods.
10.1 We warrant to you that the Goods will comply with any express warranties for those Goods as expressly specified in the Quotation, Sales Order or Tax Invoice (Express Warranties).
10.2 The Express Warranties do not exclude, restrict or modify any of your statutory rights or remedies.
11.1 Subject to any Express Warranties and any guarantees we are required to provide under the Australian Consumer Law (ACL), and any other applicable laws that cannot be excluded, we will not be liable to you or anyone else, to the maximum extent permitted under law, for:
(a) any liability, damage, loss, cost or expense that is beyond the normal measure that you suffer or incur from a breach of this Agreement or that is consequential or following, immediate or eventual, flowing from a breach of this Agreement
(b) expenses incurred by you due to any breach of the Agreement
(c) a decision, action or inaction taken in reliance on any information provided by us or connected with our website, or
(d) loss of profit, loss of revenue, loss of business, loss of opportunity, loss of production, loss of goodwill, loss of reputation, loss of contract, loss in replacing or restoring
(e) data, loss of anticipated saving, or loss for any financing costs or increase in operating costs, whether any such loss is direct or indirect, or normal or consequential, in nature (or on any other basis).
(a) you use the Goods or Services after informing us they are defective
(b) the defect in the Goods or Services arises because you failed to follow our or the manufacturer’s instructions as to storage or use of the Goods or Services
(c) you remove any manufacturer’s serial number or specifications tag or label
(d) the damage or defect is not caused by a defect in workmanship or material, or
(e) you alter or repair the Goods without our prior written approval.
(a) in the case of Services:
(i) the resupply of the Services; or
(ii) the payment of the cost of resupply of the Services; and
(i) the replacement of the Goods or the supply of equivalent Goods; or
(ii) the repair of the Goods; or
(iii) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
(iv) the payment of the cost of having the Goods repaired.
(a) the application of all or any of the provisions of Part 5-4 of Schedule 2 to the ACL, or
(b) the exercise of a right conferred by such a provision, or
(c) any of our liability in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services.
11.6 You agree and declare for our benefit that you have relied on your own skill and judgment in entering into the Agreement, and you have not relied on any statement or representation given by any person on behalf of us.
12.1 If you default by non-payment or non-performance of any obligation under this Agreement or if any proceedings under any bankruptcy, liquidation or insolvency laws are started by or against you, we will have the right to exercise any one of the following remedies:
(a) declare all unpaid amounts of the Tax Invoice to be immediately due and payable
(b) require you to make available all documentation and to assemble such parts of the Goods which has not been paid for and to make the same available at a time and place reasonably convenient to us
(c) take possession without demand or notice (where the right to demand or notice is expressly waived by you under this clause) of all parts of the Goods as yet unpaid for
(d) sell, lease or otherwise dispose of the Goods publicly or privately
(e) terminate this Agreement in whole or in part, and/or
(f) pursue any other remedies existing at law or in equity.
If, in the performance or observance of our obligations under this Agreement, we are prevented, restricted or affected by reason of a force majeure event, including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, transport or equipment, pandemic, or any other cause beyond our reasonable control, we may in our absolute discretion give prompt notice of such cause to you, and we are excused from such performance or observances to the extent of such prevention, restriction or affectation.
14.1 You undertake at all times to us not to reverse engineer, copy, or otherwise breach our intellectual property rights or those of our suppliers in any Good we supply you.
14.2 The Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
14.3 No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting the waiver unless it is made in writing.
14.4 We may give you notice by electronic mail, post, facsimile or personal service. You may give us written notice via email: firstname.lastname@example.org, or post: Sales, Storeplan Group Pty Ltd, 3 Curtiss Close, TAMWORTH NSW 2340.
14.6 The Agreement is governed by the law applicable in New South Wales, Australia and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of that State.