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Please note there is a restocking fee of 25% for all returned stock for wholesale orders.
Terms and Conditions of Sale
These are the entire Terms and Conditions of Sale of Natural Resources Australia Pty. Ltd ACN 071 082 472 and subsidiary companies or brands of Natural Resources Australia Pty. Ltd ACN 071 082 472 (all of which are referred to as "W&L”) to any person, firm or company placing an order (the “Customer”) with W&L for the purchase of goods (the “Goods”) except as otherwise expressly agreed in writing between a duly authorised officer or W&L 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 by any Customer.
- All orders placed with W&L shall only be accepted subject to these Terms and Conditions. W&L may at any time, and from time to time alter these Terms and Conditions of Sale and such altered Terms and Conditions of Sale shall apply after notification by W&L to the Customer.
- Goods and Services Tax (GST) Sales Tax or any other applicable tax or duty payable shall be paid by or re-imbursed by the Customer to W&L on demand and the Customer shall indemnify and keep indemnified W&L in respect of all taxes and duties including GST arising out of any sale of Goods or the subsequent use of Goods after the sale to the Customer.
- Prices quoted are as quoted on the W&L website at the time of order and thereafter are subject to increases without notice.
- Prices are quoted ex-works W&L store.
TERMS OF PAYMENT
- Unless otherwise stated in writing all prices are strictly nett.
The granting of credit to a Customer shall be at the absolute discretion of W&L and unless otherwise agreed the Customer shall make payment of all amounts payable on invoice. Where a Customer has completed a Credit Application the Customer agrees to comply with all conditions and terms of the Credit Application Contract.
- Customers shall not be entitled to withhold payment of any account by reason of any account query, dispute or set off. The Customer agrees to pay W&L administration and handing fees in respect of any copies of documents required or other processing involved in the conduct of the account including but not limited to account administration fees.
If the Customer fails to make payment in accordance with clause 6, W&L shall be entitled to:
- Require the payment of all monies prior to the despatch of any further goods. Charge an interest charge at the rate of one point seven five per centum (1.75%) per month on a cumulative basis on all overdue amounts (including late payment charges and amounts other than the price) calculated on a day to day basis on any monies due but unpaid, such interest charge to be computed from the due date for payment AND the parties agree that such interest charge is not a penalty but is a true measure of damages incurred by W&L. Payments received from the Customer will be credited first against any interest charge and all such fees shall be payable on demand;
- Claim from the Customer all costs, expenses and charges incurred on any account whatsoever including but not limited to any action taken by W&L to recover monies or goods due from the Customer including but not limited to any mercantile agents costs and legal costs and disbursements on a solicitor-client basis; and
- Cease any further deliveries to the Customer and to terminate any agreement in relation to goods that have not been delivered.
- All prices quoted by W&L are ex-Works W&L and do not include freight unless specified. If the Customer requires W&L to arrange freight then the cost to do this will be in addition to the cost of Goods. W&L reserves the right to use any transport company and method of transport it deems acceptable. All additional requirements such as insurance or ongoing deliveries are the responsibility of the client. The Customer may also specify which carrier W&L must use for their delivery and in such instances, it is the Customer’s responsibility to arrange for the collection of the Goods once W&L has advised that they are ready for despatch. W&L accepts no responsibility for the condition or delivery time of the Goods once it has been collected by the clients nominated freight forwarder.
- The Customer shall be responsible for the cost of any delivery made ex-Works W&L store. If W&L is requested to arrange for delivery of products beyond the store, the Customer shall pay the delivery charges stipulated by W&L from time to time. W&L shall in all cases be entitled to choose the method of transport.
- Any date or time quoted for delivery is an estimate only and W&L shall endeavour to effect delivery 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 W&L liable for any loss or damages directly or indirectly sustained by the Customer as a result thereof.
- The Customer shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery or any strike, lockout, unavailability of materials, accidents to machinery, differences with workmen, breakdown shortages of supplies or labour, fires, floods, storm or tempest, transport delays, acts of God, restrictions or intervention imposed by any laws, regulations, governments or agencies thereof and any other cause beyond the control of W&L or any other cause whatsoever.
- W&L’s obligation to deliver shall be discharged on arrival of the Goods at the Customers nominated delivery destination, nominated transport company, nominated agent or the address appearing on the invoice. The Customer shall unload the Goods upon delivery, provided that if the Customer is unable or unwilling to accept physical delivery of the Goods when the Goods are ready for delivery, W&L shall be entitled to charge a fee for any delay experienced or arrange for the storage of the Goods at the risk and cost of the Customer including all transportation, storage and other consequential costs. W&L may, at its discretion, make and invoice partial deliveries and each partial delivery shall be a separate sale pursuant to these Terms and Conditions of Sale.
- The Customer shall examine the Goods immediately after delivery and W&L shall not be liable for any mis delivery, shortage, defect or damage unless W&L receives details in writing within seven (7) days of the date of delivery of the Goods.
PROPERTY AND RISK
- Ownership of all unpaid or partially paid Goods shall remain with W&L until the Customer has paid and discharged any and all other indebtedness to W&L on any account whatsoever, including all applicable GST and other taxes, levies and duties. Any payment made by or on behalf of a Customer which is later avoided by the application of any Statutory Provision shall be deemed not to discharge the Customer's indebtedness and, in such an event the parties are to be restored to rights which each respectively would have had if the payment had not been made.
- The risk in the Goods shall pass to the Customer upon delivery to the Customer or his agent or to a transport company nominated by the Customer.
The Customer acknowledges that it is in possession of the Goods solely as a bailee for W&L until payment has been made in full to W&L and until such payment:
- The Customer shall be fully responsible for any loss or damage to the Goods whatsoever and howsoever caused following delivery; and
- The Customer shall store the Goods separately from its own goods and those of any other party and in a manner which clearly Identifies the Goods, whether as separate chattels or as components, as the property W&L.
- The Customer shall maintain records of goods owned by W&L identifying them as W&L’s property, of the persons to whom the Goods are sold or disposed to and of the payments made by such persons for such goods. The Customer shall allow W&L to inspect these records and the Goods themselves on request.
- The Customer hereby irrevocably grants to W&L, its agents and servants, an unrestricted right and licence, without notice to enter premises occupied by the Customer to identify and remove any of the Goods the property of W&L in accordance with the Terms and Conditions of Sale without in any way being liable to the Customer or any person claiming through the Customer. W&L shall have the right to sell or dispose of any such goods removed or otherwise in its sole discretion and shall not be liable for any loss occasioned thereby.
- Until payment in full has been made for the Goods, the Customer shall sell as an agent and bailee for W&L and that the entire proceeds from the sale thereof shall be held in a separate account on trust for W&L.
- The right to on-sell, deal or otherwise dispose of the Goods in the normal course of trade may be revoked at any time by W&L and shall automatically cease if a Receiver is appointed over any of the assets on the undertaking of the Customer or if a winding up order is made against the Customer or if the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or Administration or calls a meeting of, or makes any arrangement or composition with, creditors or commits any act of bankruptcy or where the Customer is in default of any of its obligations to W&L.
PERSONAL PROPERTY SECURITIES ACT 2009 (“PPS ACT”)
- The Customer acknowledges and consents to W&L maintaining registration on the register of any security interest contemplated by these Terms in any manner W&L considers appropriate. The Customer agrees to execute all documents and provide all information and assistance required by W&L to ensure registration and maintenance of any security interest, including to ensure that W&L may acquire and maintain any perfected security interests relating to the Goods and any proceeds, to register a financing statement or financing change statement and to ensure that W&L's position, rights and obligations are maintained in spite of the PPS Act.
- The Customer acknowledges that W&L may register a financing statement or financing change statement in respect of a security interest (including any purchase money security interest) and waives any right to receive notice of a verification statement in relation to any registration in respect of the Goods.
- The Customer agrees not to register a financing change statement in respect of a security interest contemplated by these Terms and Conditions, or in favour of a third party, without W&L’s prior written consent.
- To the extent that Chapter 4 of the PPS Act would otherwise apply to any enforcement of a security interest, and section 115(1) of the PPS Act allows parties to contract out of provisions of the PPS Act, the following provisions of the PPS Act will not apply and the Customer agrees that it has no rights under them: section 95 (to the extent that it requires the secured party to give notices to the grantor); section 96; section 118 (to the extent that it allows a secured party to give notices to the grantor); section 121(4); section 125; section 130; section 132(3)(d); section 132(4); section 135; section 142 and section 143.
- In so far as section 115(7) of the PPS Act allows for the contracting out of previsions of the PPS Act, the following provisions of the PPS Act will not apply and the Customer agrees it has no rights under them: section 127; section 129(2) and (3); section 130(1); section 132; section 134(2); section 135; section 136(3), (4) and (5) and section 137.
- Unless otherwise agreed and to the extent permitted by the PPS Act, both W&L and the Customer agree not to disclose any information contemplated to section 275(1) of the PPS Act to an interested person, or as requested by an interested person. The Customer agrees to waive any right it may have had under section 275(7)(c) of the PPS Act to authorise any disclosure of that information.
- For the purpose of section 20(2) of the PPS Act, the collateral is the Goods, including any Goods provided by W&L from time to time. These Terms and Conditions are a security agreement for the purposes of the PPS Act.
- W&L may, at its absolute discretion, apply any amounts received pursuant to these Terms and Conditions in any way W&L determines, to satisfy any obligations relating to a security interest contemplated by these Terms.
- The Customer acknowledges and agrees that all intellectual property rights in Goods supplied by the W&L are owned by W&L and that the Customer acquires no intellectual property rights in any Goods provided by W&L to the Customer.
- Where W&L has agreed in writing with the Customer that it shall the have exclusive right to sell goods in a particular territory this right will be subject to the Customer achieving a minimum sales volume as agreed from to time to time with W&L.
- Where a Customer has an exclusive right to an agreed territory it is not permitted to sell goods outside of the agreed territory.
ON THE SELLING
The Customer shall not resell or offer for resale any of the Goods, whether individually or as part of a bundle or package,
- on any third-party platform, including but not limited to online marketplaces;
- pop-up shops;
- trade events;
- exhibitions & market stalls;
- outside Australia or any location specific territory agreed with the Customer;
without the prior written consent of W&L.
Where a Customer is in breach of this clause W&L at it option may terminate any credit terms it has with the customer and cease supplying goods to the Customer
- Nothing in these Terms and Conditions excludes or limits the application of any Statute (including the Competition and Consumer Act 2010 (Cth)) as amended from time to time “the Act", where to do so would contravene the Act or cause any provision of these Terms and Conditions to be void. Nothing in these Terms and Conditions modifies or excludes the conditions, warranties, and undertakings and other legal rights under the Act and other laws. Except as expressly set out in these Terms and Conditions, and the Act, W&L makes no warranties or other representations under or in connection with the Goods, and W&L's liability in respect thereof, is limited to the fullest extent permitted by law.
To the extent permitted by law, all implied conditions and warranties are excluded. To the extent that any implied conditions and warranties cannot be excluded, the Customer's sole and exclusive remedy for any loss or damage, (whether direct, indirect, liquidated, special or consequential and including loss or damage arising as a result of death or personal injury to the Customer or any other person), howsoever arising (including by reason of any breach of contract, condition or warranty (whether express or implied)) is, where permitted at law, limited to any one of the following, as determined by W&L:
- the provision of a refund.
- replacement of the relevant Goods or supply of equivalent goods; or
- the repair of the Goods; or
- Goods which are not manufactured by W&L are subject solely to the warranties (if any) specified by the manufacturers or the third-party suppliers to W&L, and the Customer acknowledges that, to the extent permitted by law, W&L gives no warranties beyond such manufacturers or suppliers warranties.
- The Customer acknowledges that W&L makes no representations or warranties as to the fitness or suitability for any purpose of any of the Goods.
- Except as required by law and these Terms and Conditions, W&L is not obliged to accept Goods returned for any reason.
- Subject to the Act and any other legislation, W&L is not liable to the Customer for any loss or damage whether direct, indirect, liquidated, special or consequential and including loss or damage arising as a result of death or personal injury, however caused (including negligent or reckless conduct or omission) which the Customer or any other person may suffer or incur which may, without limiting the generality of the foregoing, arise directly or indirectly in respect of the Goods, any defects in the Goods and/or as a consequence of its officers, agents, employees of W&L to comply with these Terms and Conditions or any obligation imposed by law.
Any Customer with a warranty claim should notify W&L in writing at 35 Scanlon Drive, Epping VIC 3076.
LIMITATION OF LIABILITY
- Should the Customer seek indemnity from W&L in respect of any claim by a consumer of the Customer as a result of a breach of condition or warranty implied by the Act in a contract for the supply of goods by the Customer to that consumer W&L's liability is limited to indemnifying the Customer in accordance with the Act, and limited to a liability to pay to the Customer an amount equal to the cost of replacing the Goods or the cost of obtaining equivalent Goods or the cost of having the Goods repaired, whichever is the lesser amount.
Except for those conditions and warranties implied by the Act or other sale of goods or consumer protection legislation which may not be excluded, the Customer agrees that:
- It has not relied on any inducement, representation or statement made by or on behalf of W&L in purchasing the Goods; and
- there are no implied conditions or warranties herein; and
- no collateral contracts in connection herewith (except such as may be in writing and signed by a duly authorized representative of W&L)
- W&L shall not be liable for any failure or delay in supply or delivery of the Goods where such failure or delay is wholly or partly due to any cause or circumstance whatsoever outside the reasonable control of W&L Including, but not limited to, war, strikes, lockouts, Industrial disputes or unrest, government restrictions or intervention, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labour, storm or tempest, theft, vandalism, civil commotions or accidents of any kind.
- If the Customer falls to comply with any of these Terms and Conditions or being a natural person or persons commits any act of bankruptcy, or being a corporation passes a resolution for winding up on liquidation (other than for the purposes of reorganisation or reconstruction) or administration or enters into any composition or arrangement with creditors, or if a receiver or manager or controller is appointed for any property at assets of the Customer or becomes liable to be wound up by reason of insolvency or if any petition is presented for its winding up, or if a liquidator or provisional liquidator or administrator is appointed, W&L may, in addition to exercising all or any of its rights against the Customer, suspend any further deliveries and immediately recover possession of any Goods not paid for in accordance with these Terms and Conditions,
Other than in respect of W&L’s obligations pursuant to clauses 15 and 36 hereof W&L shall not be liable to accept any retuned Goods but may in its absolute discretion accept the return of Goods, provided that such Goods shall only be accepted for return with the prior written approval of a duty authorised representative of W&L. Goods returned for credit pursuant to this clause will be subject to a handling and administration charge equivalent to 20% of the invoiced value of the returned Goods. Return freight and other expenses will be paid for by the Customer. Any returned Goods must be accompanied with the relevant invoice numbers and/or a Goods return authority.
- The Customer agrees that these Terms and Conditions of Sale shall be construed according to the laws of the State of Victoria. Proceedings by either W&L or the Customer must be instituted in the State of Victoria.
SERVICE OF DOCUMENTS
- The Customer agrees that service of any notices or Court documents may be effected by forwarding same by pre-paid post, facsimile or email to the last known address of the Customer.
STATEMENT OF DEBT
- A certificate signed by a Director, Secretary, Financial Controller or Credit Manager of W&L shall be prima facie evidence of the amount of indebtedness of the Customer to W&L at that time.