In the event that a request is made to Wilson to open a new account, then should all the necessary formalities be concluded to the satisfaction of Wilson, Wilson may further request that an initial sampling order of minimum value $750.00 be placed.
1.1 Each sale is subject to these Conditions of Sale to the exclusion of any other conditions whether expressed, implied, oral or written.
1.2 These may only be varied in writing and signed by the Company’s Chief Financial Officer or Chief Executive Officer.
2.1 Terms are strictly cash before delivery unless prior credit arrangements have been made.
2.2 Customers granted credit term facilities may have such facilities suspended or rescinded should they not conform to trading terms.
3.1 Payment in full must be physically made by the last trading day of the month, in accordance with agreed trading terms as in 2.1 above.
3.2 The date of the invoice, not the date of receipt by the customer, is relevant in determining when an invoice is due for payment.
4.1 Failure to comply with any agreed trading terms is a breach of contract and the Company may treat the whole contract as repudiated.
4.2 Without prejudice to any other of its rights, the company may refuse to deliver further goods until the Customer has remedied its breach.
5.1 Goods supplied to the Customer by the Company shall remain the sole and absolute property of the Company until such time as the Company has been paid by the Customer all monies due and owing to it by the Customer in relation to any account.
5.2 The Company is entitled to take possession of and dispose of any goods supplied by it to the Customer as it sees fit at any time until it has received payment in full of all monies owing to it.
5.3 The Customer grants permission to the Company to enter any property where any goods supplied by the Company to the Customer are stored.
5.4 Risk shall pass to the Customer immediately upon delivery of any goods supplied by the Company to the Customer, or an agent of the Customer.
5.5Until the Company has been paid all money due and owing to it the Customer agrees:
(a) to keep all goods supplied by the Company as fiduciary for the Company and to store the goods in a manner that discloses the Company is the owner of the goods; and
(b) to only sell the goods supplied by the Company in the usual course of business on the condition that the Customer holds all proceeds on trust for the Company
6. CUSTOMERS RESPONSIBILITY
The Customer must satisfy itself that the goods are of a description, quality and character suitable for the purpose for which they are purchased or any other purpose and subject to any legislation to the contrary, the Company shall not be liable in any way whatsoever for the loss or any damage howsoever arising from the sale or from the Customers failure to satisfy itself.
To the extent that any legislation permits the Company to limit its liability for the breach of any condition or warranty applying by virtue of that legislation then its liability for any such breach shall be limited to the extent permitted and subject thereto, to:
(a) the replacement of the goods or the supply of equivalent goods
(b) the repair or rework of the goods
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods
(d) expressly, the company will not consider or pay any claims for on-costs or profit-loss associated with the customers processes of goods purchased from the Company
All other conditions and warranties which might otherwise be implied by law and which may be excluded are expressly excluded.
The Company shall not be liable for any failure to perform or delay in performance of the contract by reason of, whether wholly or in part, any circumstances beyond its control.
These Trading Terms and Conditions of Sale shall be governed and interpreted in accordance with the laws for the time being in force in New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales.