SAFEWORX 2020 LIMITED (NZBN 9429048786928)
STANDARD TERMS AND CONDITIONS OF SALE
1. Definitions:
1.1. In these terms and conditions of supply of goods and or services:
1.1.1. “Collateral” means the personal property to which the company’s security is attached pursuant to the provisions of the Personal Properties Securities Act (“PPSA”)
1.1.2. The “Company” means Safeworx 2020 Ltd trading as Safeworx and includes the term secured party as defined by the PPSA”
1.1.3. “Credit limit” means the approved credit limited.
1.1.4. “Customer” means the person, firm or company having signed this document and described within the Credit & Goods Supply Application Form and includes the term guarantor as defined by the PPSA.
1.1.5. “Goods” means the goods and or services supplied by the Company to the Customer at the Customer’s request and includes collateral.
1.1.6. “Guarantor/s” means the person/s described and having executed the Guarantee and Indemnity located upon the Credit and Goods Supply Application Form and includes permitted successors and assigns.
1.1.7. “Parties” means the Customer and the Company collectively.
1.1.8. “Personal Property” means personal property as defined in Section 11 of PPSA.
2. Price and Payment:
2.1. The Company agrees to supply the Customer with goods up to the credit limit in consideration the Customer agreeing to these terms and conditions.
2.2. Price Invoiced or quoted are excluding GST otherwise stated, unless otherwise agreed in writing, the price of the goods will the current price on the day or delivery or the good, Prices do not include any delivery surcharges, and these will be charged separately.
2.3. The Customer agrees to pay the price of goods as invoiced by the Company to the Customer.
2.4. At the Company’s discretion the Price of the Goods will be as indicated on the invoice provided by the Company to the Customer.
2.5. Payment of the Goods which must be made on the 20th of the month following of which any invoice issued by the Company to the Customer (the “Payment Date”).
2.6. If payment in full is not received by the Company by the Payment Date, then the entire balance outstanding shall become due and payable, the Company will be entitled to recover from the Customer:
2.6.1. The amount of the Invoice and any other monies due and owing; and
2.6.2. Interest upon the overdue amount calculated at the current overdraft interest rate as charged by the companies Bank.
2.6.3. All collections costs incurred by the Company including legal expenses on a solicitor and client basis and any debt collection commissions.
2.7. In the event the Customer falls in arrears of its payment obligations the Company may elect to suspend supplying further goods and decline orders received from the Customer until such arrears have been paid.
2.8. Credit limits granted may not be exceeded without the written prior consent of the Company.
2.9. The Customer agrees that in addition to interest a service charge of 0.05% per day on overdue balances may be charged to the Customer’s account at the discretion of the company.
2.10. All payments made shall firstly be allocated towards such fees and charges thereafter to interest and finally to capital.
2.11. Freight will be charged in line with our FIS terms and may change at our discretion.
2.12. Any order delivered to an address not linked to your account will incur a dropship fee plus the appropriate recoverable cost of the freight.
3. Capacity
3.1. The signatories warrant that there is no impediment to the execution of the Credit & Goods Supply Application Form and/or Guarantee & Indemnity and in the case of the Credit & Goods Supply Application Form, that they have full capacity and authorisation of the Customer to execute same and bind the Customer to these Standard Terms and Conditions of Sale.
3.2. The Signatory/ies hereby binds himself/themselves jointly and severally as surety and co-principal debtor/s with the Customer in favour of the Company, its order, or assigns, for payment of any amount which is due or owing by the Customer to the Company.
4. Risk and Title
4.1. Goods supplied by the Company to the Customer will be at the Customer’s risk upon delivery to the Customer or into the Customer’s or its agent’s custody (whichever the sooner), and the Customer must insure the goods thereafter against such risks as the Company reasonably requires.
4.2. Ownership of and title to the goods supplied by the Company will not pass to the Customer and will remain with the Company until such time as the goods the subject of these Terms and Conditions and all other goods supplied by the Company to the Customer and all debts owing by the Customer to the Company from any other cause, have been paid in full.
4.3. Until such time as all goods have been paid in full and any other monies due to the Company have been paid in full, the Company authorizes the Customer to sell the goods as fiduciary agent for the Company in the ordinary course of its business. The Customer must not represent to any third party that it is acting for the Company, and the Company will not be bound by any contracts with third parties to which the Customer is party. The Customer, in holding the goods, will act as the Company’s fiduciary agent and bailee. The proceeds of the sale of the goods by the Customer must be paid into a separate account and held in trust for the Company. The Customer must forthwith make payment to the Company from the account of all amounts, which may be owing by the Customer to the Company from time to time.
4.4. The Customer irrevocably agrees and undertakes that the Company (its servants or agents) will have the right forthwith (and without prejudice to any other rights the Company may have pursuant to these Terms and Conditions or at law or in equity) without notice or demand to immediately enter upon the Customer’s premises and retake possession and remove the goods in the possession of the Customer or wheresoever situated. Notwithstanding the provision of clauses 4.1 to 4.3 above, the risk of any loss or damage to or any deterioration in product from whatever cause shall pass to the Customer at the time of delivery.
4.5. If the company has cause to exercise any of its rights under Section 123 and/or Section 128 of the PPSA the customer shall indemnify the company from any claims made by third parties as a result of such an exercise.
5. Indemnity
5.1. The Company shall not be responsible for any loss or damage however caused to the property or person of the Customer or any third party as a result of any defect in the product whether patent or latent, and the Customer indemnifies the Company against any claims made against it by any third party arising out of any such defects.
6. Security
6.1. The Customer and any Guarantors hereby charges all their beneficial interest (freehold and leasehold) in real property and personal property held now or in the future by them including that held as trustee of every trust in favour of the Company to secure payment of monies in compliance with and all obligations owed by them to the Company under this agreement.
6.2. The Customer and any Guarantors agree that if demand is made by the Company in accordance with this clause the Customer and any Guarantors will immediately execute a mortgage in registrable form or consent to caveat, as required by the Company to secure the interest of the Company pursuant to this equitable mortgage over any real or personal property they may own.
6.3. In the event the Customer and any Guarantors fail to execute a document in accordance with clause 6.2, then the Customer and Guarantors hereby irrevocably and by way of security appoint the Company or a Solicitor engaged by the Company to be their true and lawful attorney to execute and register any such instrument as described in clause 6.2. For the purposes of this appointment, the Customer and Guarantors authorise the Attorney appointed by this clause to enter conflict transactions within the meaning of the Power of Attorney Act 1998 (Qld)
7. Account Activity
7.1. The Customer agrees that it shall order a minimum of $500.00 excl GST of goods per month.
7.2. Should the Customer not place orders exceeding $500.00 excl GST for a calendar month the Company has the discretion to terminate the agreement.
8. Returns and Defects
8.1. The Customer will have 48 hours of delivery to inspect the Goods and notify the Company in writing as to any defect/s. The Customer will give the Company opportunity to inspect the allegedly defective Goods.
8.2. After the Company has inspected the Goods, it will either:
8.2.1. deny the goods are defective.
8.2.2. Confirm the Goods are defective and issue credit for the value of the defective goods to the Customer.
8.3. The Company’s liability is confined to clause 8.2 and will not extend to any other claims for loss or damage occurring in respect to the supply of the Goods.
8.4. If the Customer should fail to strictly comply with clause 8.1 above, then the Goods are conclusively deemed to be supplied in accordance with these terms and conditions and free of any defect of damage.
8.5. The Company’s decision under 8.2 as to whether the goods are defective is final.
8.6 The customer will need to contact our customer service department to request a Return Authority (RA) for all returns. This will need to adhered to the outside on any returned carton for the return to be accepted into our Distribution Centre or branch. If there is no visible RA, the return may be rejected by our Distribution Staff.
9. Non-Defective Goods
9.1. Non-defective goods returned will only be credited in full to the Customer’s account if returned within 14 days from the date of shipment and if returned in the same condition as delivered by the Company to the Customer initially and are receipted by The Company. All Non- Defective Goods returned goods will incur a 15% handling fee.
10. Miscellaneous
10.1. The Customer hereby consents to the jurisdiction of the applicable state in which the Company accepts the Customer’s Credit & Goods Supply Application for all actions, which may be instituted against it for the recovery of any amounts owing to the Company.
10.2. The terms and conditions contained herein constitute the entire Agreement between the parties and no amendment or variation shall be of any force and effect unless to writing and signed by both the Company and the Customer. No representations have been made by the Company or on its behalf which have induced the Customer to enter into this Agreement.
10.3. No relaxation or indulgence granted by the Company to the Customer shall be deemed as a waiver of any rights of the Company in terms of this Agreement and such relaxation or indulgence shall not be deemed a variation of any terms and condition of this Agreement.
10.4. The Customer and the Guarantors agree and hereby consent to the Company obtaining from a credit reporting agency a credit report containing personal information concerning the Customer and/or the Guarantors.
10.5. Notwithstanding the above, the Company has the right and discretion to terminate this agreement upon providing written notice to the Customer. Should such notice be provided, it shall be effective immediately and the company is not obligated to supply goods to the Customer, including outstanding orders.
11. Personal Property Securities Act
11.1. Terms in this clause have the same meaning as given to therein the PPSA.
11.2. Upon assenting to these terms and conditions in writing the Customer and the Guarantor acknowledges and agrees that these terms and conditions.
11.2.1. Constitute a security agreement for the purposes of the PPSA; and
11.2.2. Clauses 4.2,4.3,4.4,6.1,6.2 hereof create a security interest (in addition to personal property already held by the Customer and/or Guarantor) in
11.2.2.1. All goods and collateral that will be supplied in the future by the Company to the Customer.
11.2.2.2. The proceeds of goods and collateral sold by the Customer.
11.2.2.3. Purchase money collateral securing a purchase money obligation to the Customer
11.2.3. The company is entitled to register its security interest granted under these terms on the PPSA register and the Customer and/or Guarantor waives its rights to receive written notification of such registration by the Company.
11.3. The value of security interest is the amount due and payable by the Customer and Guarantor from time to time.
11.4. The security interests created by Clauses 4.2,4.3 and 4.4 of these terms and conditions and taken over the goods and collateral supplied to the Customer.
11.4.1. secures all or part of the purchase price of those goods and collateral and/or
11.4.2. enables the customer to acquire the rights in the goods/collateral and/or.
11.4.3. enables the customer to acquire the rights in the goods/collateral to the extent value is applied to acquire those rights.
11.4.4. those goods purchased after the comment of the PPSA give rise to a Purchase Money Security Interest (PMSI).
11.5. The Customer and the Guarantor undertake to promptly sign any document and/or provide any further information which the Company may reasonably require to: -
11.5.1. Register a financing statement or financing change statement in relation to security interest on the Personal Property Securities Register (PPSR).
11.5.2. Register any other document required to be registered by the PPSA; or
11.5.3. Correct a defect in the statement referred to in clause 11.5.1 or 11.5.3
11.6. Until ownership of the goods passes to the Customer, the Customer must not give the company a written demand or allow any other person to give the Customer a written demand requiring the Company to register a financing change statement under the PPSA or enter into or allow any other person to enter into the PPSR and financing change statement under the PPSA.
11.7. The Customer agrees to pay any charges of and incidental to registration of the security interest created by these terms and he PPSA on the PPSR.
Version 1.0 – Last updated August 2024