1. NEW ACCOUNTS
In the event that a request is made to Wilson Fabrics to open a new account, then should all the necessary formalities be concluded to the satisfaction of Wilson Fabrics. Wilson Fabrics may further request that an initial sampling order of minimum value AUD$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. TERMS
2.1 Each sale is subject to these Conditions of Sale to the exclusion of any other conditions whether expressed, implied, oral or written.
2.2 These may only be varied in writing and signed by the Company’s Chief Executive Officer or Chief Operating Officer.
3. PRICING
3.1 Goods are sold at the price that is quoted and agreed to by the Company at the time of accepting the order, inclusive
of delivery charges, unless otherwise stated on the order.
3.2 If the Company has any liability to pay GST for any supply that it makes in connection with this sale, the amount of such GST will be paid by the Customer to the Company in addition to and the same time as other amounts payable in respect to this sale.
4. TRADING TERMS
4.1 Terms are strictly cash before delivery unless prior credit arrangements have been made.
4.2 Customers granted credit term facilities may have such facilities suspended or rescinded should they not conform to trading terms.
5. CREDIT POLICY
5.1 Payment in full must be physically made by the last trading day of the month, in accordance with agreed trading terms as in 4.1 above.
5.2 The date of the invoice, not the date of receipt by the customer, is relevant in determining when an invoice is due for payment.
6. BREACH
6.1 Failure to comply with any agreed trading terms is a breach of contract and the Company may treat the whole contract as repudiated.
6.2 In the event of any breach, the Customer agrees to cover all costs incurred in recovering outstanding monies equal to the actual cost of recovery including interest on the outstanding monies calculated by reference to the Reserve Bank of Australia Cash Rate plus seven per cent (7%).
6.3 Without prejudice to any other of its rights, the company may refuse to deliver further goods until the Customer has remedied its breach.
7. DELIVERY
7.1 The Company’s delivery records shall be the prima facie proof of delivery of the goods in good order and of the description stated therein and shall be prima facie evidence of receipt by the Customer notwithstanding the absence of any representative of the Customer at the delivery address.
7.2 Any entry by the Company to the Customer’s premises to deliver goods shall be at the sole discretion of the Company. In any such entry the Company shall not be liable for any loss, damage or injury caused to/sustained by any person or persons arising out of or in any way connected with such entry and the Company shall be at all times be indemnified and be kept indemnified by the Customer, unless the loss, damage or injury occasioned is caused by the Company’s negligence.
7.3 It is the Customer’s responsibility to provide adequate signs and directions to enable the carrier to effect delivery.
Failure to do so will render the Customer liable for any additional freight or cartage charges incurred.
8. TITLE, RISK AND THE PPSA:
8.1 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.
8.2 The Customer grants to the Company:
- a PMSI over the goods supplied to it by the Company, now and in the future under these Conditions of Sale, as
amended from time to time, to secure payment of the purchase price of the goods; - a security interest over all goods supplied by the Company to the Customer to secure payment of all monies
the Customer is or may be required to pay the Company under these Conditions of Sale.
8.3 The Customer agrees to do all things necessary and execute all documents reasonably required by the Company
to register the security interests granted by the Customer under these Conditions of Sale and to ensure that the Company acquires a perfected security interest in the goods under the PPSA.
8.4 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.
8.5 The Customer grants permission to the Company to enter any property where any goods supplied by the Company to the Customer are stored.
8.6 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.
8.7 Until the Company has been paid all money due and owing to it the Customer agrees:
- 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
- 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.
9. CUSTOMERS RESPONSIBILITY
9.1 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.
10. RETURNS:
10.1 Subject to errors made in accordance with the Electronic Transactions Acts in each state, the Company is not obliged to accept any goods for return and credit such goods which the Customer may have ordered in error.
10.2 The Company is not obliged to accept any goods for return unless expressly provided to do so by legislation or contract.
11. CLAIMS:
11.1 The Customer should advise the Company in writing within seven (7) days of delivery if it wishes to make a claim in respect of alleged short delivery of goods in order to allow the Company to undertake contemporaneous investigations in relation to the Customer’s allegations. The Customer shall be liable to pay for the full quantity of goods stated in the Company’s delivery dockets if the Customer fails to make such a claim within a reasonable time.
12. CUT FABRIC:
12.1 Subject to any legislation to the contrary, the Customer will be responsible for and must pay for all fabric once it has been cut; the Company will not accept return of cut fabric except when the fabric quality is outside the fabric quality performance parameters as stated in the Company’s Finished Fabric Specification and which could not be identified prior to cutting. In this instance the Company will only be liable for the value of the fabric at the Customer’s purchase price.
13. 10 YEAR MANUFACTURER’S WARRANTY:
Refer to 10 Year Limited Warranty page:
https://www.wilsonfabrics.com.au/10-year-limited-warranty/
14. LIMITATION OF LIABILITY:
14.1 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:
- the replacement of the goods or the supply of equivalent goods;
- the repair or rework of the goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods;
- 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; and
- all other conditions and warranties which might otherwise be implied by law and which may be excluded are expressly excluded.
14.2 In no event shall the Company be liable for loss of profits or revenues, loss of use or similar economic loss, or for any indirect, special, incidental, consequential or similar damages arising out of the sale of fabric to the direct customer, or any claim made against the direct customer by any third party, even if the Company has been advised of the possibility of such claim. In no event shall the Company’s liability exceed the purchase price actually paid by the direct customer for the good in respect of which such claim is made.
15. FORCE MAJEURE:
15.1 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.
16. GOVERNING LAW/JURISDICTION
16.1 These 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.
17. GENERAL
17.1 The Customer may not assign or novate any right under these Conditions of Sale without the Company’s written consent.
17.2 If a clause or part of a clause can be read in a way that makes it illegal, unenforceable, void, voidable or invalid, but can also be read in a way that makes it legal, enforceable, not void, not voidable and valid, it must be read in the latter way.
17.3 If any clause or part of a clause is illegal, unenforceable, void, voidable or invalid, that clause or part is to be treated as removed from these Conditions of Sale, but the rest of the Conditions of Sale will remain unaffected.
18. DEFINITIONS
18.1 In these Conditions of Sale, the capitalised words are defined as follows, unless contrary to or inconsistent with the context:
- Australian Consumer Law means schedule 2 of the Competition and Consumer Act 2010 (Cth).
- Company means Wilson Fabrics Pty Ltd ACN 608 862 951.
- Conditions of Sale means these trading terms and conditions of sale.
- Customer means the person or entity with whom the Company enters into these Conditions of Sale.
- GST means tax payable on taxable supplies under A New Tax System (Goods & Services Tax) Act 1999 (Cth).
- Electronic Transactions Act means the Electronic Transactions Act 2000 (NSW).
- End Customer means the end user of the Company’s goods.
- Finished Fabric Specification means the specifications provided by the Company to the Customers that relate to the fabric provided by the Company to the Customer.
- Quality Department means the department within the Company that administers the warranty claims (both statutory and manufacturer’s)
- PMSI means a purchase money security interest as defined in the PPSA.
- PPSA means the Personal Property Securities Act 2009 (Cth).