These terms & conditions of sale (Terms & Conditions) apply for the supply of all products, merchandise, merchandise displays and services (“Lonimax Products”) by All Natural Aroma Pty Ltd (“Supplier”) to any person, firm or company (Customer). Except as otherwise expressly agreed in writing between the Supplier’s duly authorised officer and the Customer, these Terms and Conditions shall apply notwithstanding any provisions to the contrary which may appear on any order form or other document issued in relation to the Products.
a) The Customer’s placement of an order to purchase Products from the Supplier constitutes acceptance of these Terms and Conditions. These Terms and Conditions supersede and are not modified by any conditions of sale, including payment terms, used by or appearing on any document that the Customer may provide, except for any executed Agreement between the Supplier and the Customer.
b) If the Customer cancels or alters any order with the Supplier, then the Supplier reserves the right to charge the Customer any associated costs.
The Customer agrees to pay the Supplier the prices specified in the Lonimax estore price list for the Products applicable at the time when the order is placed. All the pricing in this store are in AUD.
3. GST and other taxes
In addition to the price, the Customer must pay the Supplier goods and services tax and any other taxes, duties, fees & levies for the Products supplied. The amount that the Customer owes the Supplier will be stated in an invoice to the Customer.
4. Delivery & Risk
a) The Supplier shall endeavour to effect delivery of the Products at the time or times required by the Customer but failure to do so shall not confer any right of cancellation or refusal of delivery on the Customer or render the Supplier liable for any loss or damage directly or indirectly sustained by the Customer as a result thereof.
b) The Supplier’s delivery obligation is discharged on arrival of the Products at the Customer’s nominated delivery destination, nominated transport company, nominated agent or the address appearing on the invoice. The Customer shall unload the Products upon delivery, provided that if the Customer is unable or unwilling to accept physical delivery of the Products, the Supplier shall be entitled to charge a fee for any delay experienced or for the storage of the Products at the risk and cost of the Customer. The Supplier may, at its discretion, make and invoice partial deliveries and each partial delivery shall be a separate sale pursuant to these Terms and conditions.
c) The risk in the Products shall pass to the Customer upon delivery to the Customer or its agent or to a transport company nominated by the Customer.
d) The Customer shall examine the Products immediately after delivery and the Supplier shall not be liable for any misdelivery, shortage, defect or damage unless the Supplier receives details in writing within seven (7) days of the date of delivery of the Products.
e) Any Products the subject of clause 5 d) shall be left in the state and condition in which the Products were delivered until such times as the Supplier, or its duly authorised agent has inspected the Products, such inspection to be carried out within a reasonable time after the notification by the Customer. If the Products are not left in the state and condition in which they were delivered, the Customer shall be deemed to have accepted the Products and shall pay the purchase price for the Products to the Supplier.
f) The Supplier is not liable for any claims for non fulfilment or late delivery of Products, or any loss or damage (including consequential loss or damage) suffered by the Customer arising from the delay in delivery or failure to deliver. The Customer shall accept and pay for the Products notwithstanding late delivery.
g) Subject to clause 5 d), acceptance of the Products shall be deemed for all purposes to have taken place when delivery has occurred.
h) No Products will be accepted for return by the Supplier unless agreed in writing by the Supplier prior to such return and then only upon conditions acceptable to the Supplier and at the Customer’s entire risk as to loss or damage. Where the Supplier agrees to accept Products for return to the Supplier, it may at its discretion charge a restocking charge to the Customer, which will be immediately payable.
i) 3rd party deliveries of the Products may be arranged at the request of the Customer subject to the acceptance of the Supplier. The cost of such delivery shall be to the Customer’s account and the delivery charges will be detailed separately on the sales invoice. The Supplier is entitled to charge a fee for delivery.
k) Deliveries of Products for export shall be free on board and shall be deemed to be effected when the Products are loaded onto the delivery ship or aircraft, or made available to a freight forwarder as the case may require.
5. Legal & Equitable Title
a) Ownership of the Products remains with the Supplier until the Customer has paid all indebtedness on an all monies basis to the Supplier on any account whatsoever.
b) the Customer agrees that it is in possession of the Products solely as a bailee for the Supplier until all payments owing to the Supplier has been made in full on an ongoing basis and until such payment:
i) the Customer shall be fully responsible for any loss or damage
to the Products whatsoever and howsoever caused following delivery;
ii) the Customer shall store the Products separately from its own goods and those of any other party and in a manner which clearly identifies the Products, whether as separate chattels or as components, as the property of the Supplier; and
iii) the Customer shall maintain records of Products owned by the Supplier identifying them as the Supplier’s property.
The Customer shall allow the Supplier to inspect these records and the Products upon request.
c) the Supplier licenses the Customer to install the Products.
If the Products are affixed to other materials, the totality thereof shall be the sole and exclusive property of the Supplier until full payment has been made to the Supplier.
d) the Customer shall be at liberty to sell the Products subject to the condition that until payment has been made to the Supplier, the Customer shall sell as an agent and bailee for the Supplier.
e) the Supplier reserves the following rights in relation to the Products until all amounts owed by the Customer to the Supplier are fully paid:
i) to enter the Customer’s premises (or the premises of any associated company or agent where the Products are located) without liability for trespass or any resulting damage and retake possession of the Products; and
ii) to keep or resell any of the Products repossessed pursuant to clause 6 (e) i).
f) If the Products are sold by the Customer, the Customer must hold in trust such part of the proceeds of any such sales as represent the invoice price of the Products sold in a separate identifiable account as the beneficial property of the Supplier and must pay such amount to the Supplier upon request.
The Supplier is entitled to maintain an action against the Customer for the purchase price of the Products.
g) If payment for the Products is not made by the Customer by the due date specified by the Supplier to the Customer, then the Customer shall return the Products to the Supplier on demand. If the Customer does not return the Products to the Supplier within 48 hours of receipt of the demand, the Supplier shall be entitled to enter the premises at any time to do all things necessary to recover the Products. The Customer shall be liable for all costs associated with the exercise by the Supplier of its rights under this clause and all such costs shall be repayable on demand.
6. Return or Exchange of Products
a) Except as required by law, the Supplier is under no obligation to accept Products which the Customer wishes to return or exchange. Any Products returned or exchanged are subject to the Supplier’s claims policy.
b) The Customer agrees that the Supplier has the discretion to accept any returned Products, provided that such Products shall only be accepted for return with prior approval of a duly authorised representative of the Supplier. Products returned for credit will be subject to a handling fee of 20% of the invoiced value of the returned Products. Return freight and other expenses will be paid for by the Customer. Any returned Products must be accompanied with the relevant invoice and or Goods Return Authority Form duly signed by the Supplier’s duly authorised representative.
a) The Products are warranted by the Product’s manufacturer against defective workmanship and materials. The Customer acknowledges that such warranty is limited to the repair or replacement of any defective Product or materials at the option of the Product’s manufacturer and is subject to the terms stated in the Warranty Card attached to the Product.
b) To the extent permitted by law all implied conditions and warranties are expressly excluded.
c) Except as provided in this clause, the Supplier shall not be liable for any loss or damage, whether direct or indirect (including consequential losses or damage) arising out of any breach of contract by the Supplier or any negligence of the Supplier, its employees or agents.
d) Nothing in these Terms and Conditions shall be read or applied so as to exclude, restrict or modify, or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including Trade Practices Act 1974 (CTH) and which by law cannot be excluded, restricted or modified.
8. Limitation of Liability
a) These terms & conditions do not exclude, restrict or modify the application of any provisions of any Commonwealth, State of Territorial Law which cannot be excluded, restricted or modified.
b) To the extent permitted by law all terms, conditions, warranties and representations, expressed or implied, by statute or otherwise, are hereby expressly excluded.
c) To the extent permitted by law, the Supplier shall not be liable to the Customer for any injury, harm, loss, damage, costs, expense or other claim including economic loss or loss of profits however arising from the supply of the Products or arising from any breach, default or negligence of the Supplier in connection with the supply of the Products.
d) If the Customer is entitled to the benefit of any implied terms which cannot be excluded, the Supplier’s liability shall be limited, at its option, in the case of a supply of goods to:
i) the replacement of the Products or the supply of equivalent or similar Products;
ii) the payment of the costs of replacing the Products or acquiring the relevant Products;
iii) the payment of the costs of having the Products repaired;
iv) the repair of the Products;
v) in the case of services, the resupply of the services; or
vi) the payment of the cost of having the services performed again.
The Supplier may amend these Terms and Conditions from time to time.
10. Governing Law
These Terms and Conditions are governed by the laws of New South Wales and the parties submit to the exclusive jurisdiction of the courts of New South Wales.
Without prejudice to any other rights the Supplier may have against the Customer and to the extent permitted by law, the Customer shall Indemnify the Supplier for and save it harmless from any loss, damage, or expense incurred by the Customer should the Customer cancel any order (or part thereof) for the Products or breach these terms and conditions.
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