TERMS OF TRADE
1. Interpretation
1.1 In these Terms:
(a) “Credit Application” means the credit application signed by the Customer that forms part of this Agreement
(b) “Customer” means the person or entity signing the Credit Application and sourcing supply of the Goods from Velox
(c) “Goods” includes all parts supplied by Velox to the Customer and includes all services;
(d) “GST” means goods and services tax payable or to be paid on any supply by Velox of the Goods to the Customer
(e) “Insolvency Event” means any entity going into administration (voluntary or by court order), liquidation, entering into a scheme of arrangement, deed of company arrangement or workout with creditors, bankruptcy or personal insolvency agreement or otherwise being unable to pay its debts as and when due for payment
(f) “Terms” means these terms and conditions of supply
(g) “Velox” means Velox Industrial Parts Pty Ltd
2. Offer and Acceptance
2.1 Any quotation or Goods set out in a catalogue is not an offer to sell or supply Goods and is subject to change (including as to price).
2.2 Prices are set out exclusive of GST and are subject to variation by Velox without notice. Any GST payable by Velox in respect to the supply of the Goods will by paid by the Customer to Velox.
2.3 If the Customer requests the supply of any Goods, it is subject to acceptance by Velox in its sole and absolute
discretion.
2.4 Any supply made by Velox to the Customer will be subject to these Terms and all representations, statements, terms and conditions and warranties other than as set out in these Terms or provided on the order are excluded to the fullest extent of the law.
2.5 without Velox’s express written consent. If any order is cancelled and accepted by Velox (whether before or after delivery), the Customer agrees to pay an administration fee of 15% of the cost of the Goods as a liquidated sum, which amount the Customer acknowledges and agrees is a fair and reasonable pre-estimate of its loss. This is without
prejudice to any other losses or rights that Velox may have arising from such cancellation.
3. Delivery
3.1 If the Goods are being delivered, any date quoted for delivery is an estimate only and in no way will Velox be
liable to the Customer for any delay in delivery.
3.2 Velox may deliver any Goods by instalments and, if delivered this way, the Customer agrees to accept the
delivery by instalments.
3.3 Delivery is to be at the cost of the Customer and is payable in addition to the price of the Goods.
3.4 If at the time of delivery there is no-one present at the site or delivery cannot otherwise occur, Velox may store the Goods and the Customer must pay to Velox the cost of storing the Goods.
4. Payment
4.1 Unless otherwise agreed in writing or where the sale is to be a sale on delivery/collection, payment terms are strictly net 30 days from end of the month in which the Goods are invoiced to the Customer.
4.2Payment can be made by cash, credit card or direct deposit. If made by credit card, a surcharge may be applied
and is payable by the Customer.
4.3 The Customer must pay the price of the Goods including any GST that is payable on the Goods.
4.4 The Goods must be paid for in full without any set-off or deduction.
4.5 The time of payment under these Terms is an essential term of these Terms.
4.6 If payment is not made in accordance with these Terms, Velox may (without prejudice to any other rights it has)
cancel any further order or suspend delivery of any other Goods (whether the subject of an order or not).
5. Title & Risk
5.1 The Goods remain the sole and absolute property of Velox and Velox retains all legal and equitable interest in the Goods until they are paid in full by the Customer.
5.2 Until the Goods are paid in full, the Customer holds the Goods as bailee only.
5.3 Until title passes under these Terms, the Customer must:
(a) store the Goods separately from other goods;
(b) ensure that the Goods are kept safe and secure and in good condition; and
(c) keep the Goods fully insured against such risks that are usual.
5.4 If payment for the Goods is not made by the Customer (whether in time or at all), Velox may attend on the premises where the Goods are held to collect the Goods and the Customer’s consent for such attendance is hereby
given. If Velox exercises its rights under this clause
5.4, the Customer releases and indemnifies Velox from any loss or
damage that either it (the Customer) or Velox may suffer
arising from such attendance.
5.5 Notwithstanding the above, risk in the Goods passes to the Customer upon delivery/collection.
6. Claims, Returns and Warranties
6.1 Velox agrees to provide to the Customer any manufacturer warranty that it has in respect of the Goods.
6.2 Any claim by the Customer for shortfall or defective Goods must be made promptly and in any event within 48 hours of delivery/collection. If no claim is made within this time, the Customer is deemed to have accepted the Goods in
their condition.
6.3 Velox will not be responsible in any circumstances for any:
(a) defect or damage caused in whole or in part by the Customer’s negligence, misuse, abuse, improper application, repair or alteration;
(b) transport, installation or removal;
(c) any contamination or defacing of the Goods;
(d) any use of the Goods outside of its specifications; or
(e) inadequate or improper maintenance of the Goods.
6.4 If any Goods are to be returned by the Customer, they must be returned with prior authorisation from Velox (within 14 days of invoice date) and:
(a) at the Customer’s cost;
(b) in its original packaging and in a saleable condition;
(c) immediately upon notifying Velox of its intention to
return; and
(d) only where the Goods are alleged to be defective.
6.5 Any Goods specially procured for the Customer are not capable of return (although remain covered by any manufacturer warranty).
7. Intellectual Property
7.1 The supply of the Goods to the Customer does not constitute a transfer of any intellectual property rights in
the Goods or any part thereof.
7.2 The Customer must not do anything inconsistent with Velox’s rights or title in respect of the intellectual property in the Goods.
8. Liability & Indemnity
8.1 Nothing in these Terms is intended to limit or exclude any rights accrued to the Customer or any terms of supply
implied under any statute (including under the Australian Consumer Law).
8.2 The Customer acknowledges and agrees that it has not relied on any advice, representation or warranty from Velox as to the supply and/or its fitness for purpose.
8.3 To the extent permitted by law, the liability of Velox for any breach of these Terms is limited (in Velox’s sole discretion):
In the case of the supply of Goods:
(i) the refund of the price paid by the Customer for the Goods; or
(ii) the replacement of the Goods or supply of equivalent goods; or
(iii) the repair of the Goods; or
(iv) the payment of the cost of having the Goods re-supplied or repaired (as the case may be)
8.4 Neither party is liable to the other for any indirect or consequential loss or damage (howsoever incurred).
8.5 Save as set out above and which otherwise cannot be excluded by law, the Customer indemnifies and holds Velox harmless against any and all liability to any third party for any loss of profit, injury, death, damage or economic loss arising out of or in respect of the supply of the Goods.
9. Default and Termination
9.1 It is an Event of Default under these Terms if the Customer:
(a) defaults in the payment of any monies by the due date (whether or not a demand for payment has been made);
(b) suffers an Insolvency Event; or
(c) otherwise breaches any term of these Terms and fails to remedy that breach within 7 days of written notice from Velox is given.
9.2 If an Event of Default occurs, Velox may terminate these Terms with immediate effect, in which case:
(a) Velox is under no obligation to continue supplying Goods to the Customer;
(b) any Goods supplied or ordered by the Customer may be delivered and paid for in full by the Customer; and
(c) the Customer must immediately pay to Velox all monies outstanding (whether due for payment or not).
9.3 The Customer indemnifies Velox against any costs, fees, charges or expenses that Velox incurs or accrues arising out of any termination of these Terms, including any legal costs in enforcing any right or remedy under these Terms (on a full indemnity basis).
10. Jurisdiction
10.1 These Terms are governed by the laws in force in Queensland and the parties agree to submit to the exclusive jurisdiction of the courts of Queensland in the interpretation and enforcement of these Terms.