TERMS AND CONDITIONS
IMPORTANT NOTE TO BUYER:
- Delivery dates not guaranteed. Timeframes for delivery are estimates only and not guaranteed (clause 4).
- Retention of title and security. Seller retains title to goods until paid for. Buyer must consent to and assist Seller perfect any security interest (clause 8).
- Manufacturer or supplier data. Seller does not guarantee information supplied by manufacturer or supplier of goods. Buyer should make their own enquiries (clause 12).
- Charges and duty. Responsibility for any charges or duties etc levied after the date of quotation or invoice are placed on the Buyer (clause 15).
- Our liability is limited. To the extent permitted by law:
- Seller limits liability for faulty goods or services to: (a) in the case of goods, repair, replacement or the cost of resupplying those goods; or (b) in the case of services, the re-supply of the services or the cost of having the services supplied again. (clause 18(c))
- Seller excludes liability for particular types of loss including indirect and consequential loss (clause 18(d)).
- The Seller’s liability (except for personal injury, fraud or wilful misconduct) is limited to the amounts that are recovered under its insurance (up to $10 million) and if the liability is not recovered under its insurance to an amount equal to the value of the Purchase Price (clause 18(e)).
- Terms may change. When Buyer orders goods, the terms and condition apply as at the time of order. These terms may change from time to time without notice. Buyer should check terms before each purchase (clauses 2 and 20).
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these terms and conditions, unless the context otherwise requires:
(a) “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of State Fair Trading legislation.
(b) “Buyer” means the Person or Organisation named as the buyer or purchaser in the relevant Contract.
(c) “Business Day” means a day other than a weekend or public holiday in the place which the goods are delivered.
(d) “Consumer” means a consumer as defined in Schedule 2 of the Competition and Consumer Act 2010 as amended from time to time.
(e) “Contract” means a contract for the supply of goods and/or services as referred to in clause 2(b) or any other contract for the supply of goods and/or services entered into between Seller and Buyer which incorporates these terms and conditions;
(f) “Excluded Loss” means loss of revenue, loss of profit, loss or denial of opportunity, loss of access to markets, loss of goodwill, loss of business reputation, loss of data, loss arising from any business interruption, increased overhead costs, and any indirect, remote or unforeseeable loss.
(g) “Exclusive Goods” means any goods which are, at the Buyer’s request, embellished, embroidered, printed, machined, customised, cut-to-size or specifically ordered for the Buyer.
(h) “GST” means the goods and services tax as imposed by the GST Law together with any related interest, penalties, fines or other charge.
(i) “GST Amount” means any Payment (or the relevant part of that Payment) multiplied by the appropriate rate of GST.
(j) “GST Law” has the meaning given to that term in A New Tax System (Goods and Services) Act 1999, or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.
(k) “Payment” means any amount payable under or in connection with a Contract including any amount payable by way of indemnity, reimbursement or otherwise (other than a GST Amount) and includes the provision of any non- monetary consideration.
(l) “Person” includes an individual, the estate of an individual, a body politic, a corporation, an association (incorporated or unincorporated) and a statutory or other authority.
(m) “PPSA and PPS Law” means the Personal Property Securities Act 2009 (Cth) including:
(i) any regulations made at any time under the PPSA;
(ii) any provision of the PPSA or regulations referred to in (i) above;
(iii) any amendment to any of the above, made at any time; or
(iv) any amendment made at any time to any other legislation as a consequence of a PPS Law.
(n) “Purchase Price” means the price for the goods set out in the relevant Quotation or Contract or as otherwise agreed in writing between the Seller and the Buyer.
(o) “Quotation” means the form of quotation or proposal (together with any supporting documentation, including range plans or other proposals) submitted by the Seller to the Buyer in which these terms and conditions are deemed to be incorporated.
(p) “Tax Invoice” has the meaning given to that term by the GST Law.
(q) “Taxable Supply” has the meaning given to that term by the GST Law.
(r) “Seller” means The Workwear Group Pty Ltd ABN 82 004 055 387.
1.2 Interpretation
(a) A reference to a “party” means a party to a Contract.
(b) A reference to a “person” includes an individual, the estate of an individual, a body politic, a corporation, a trust, partnership, an association (incorporated or unincorporated) and a statutory or other authority.
(c) Words importing the singular shall include the plural (and vice versa).
(d) If any provision of these terms and conditions is invalid, these terms and conditions should be read as if that provision has been severed.
2. ORDERS AND GOVERNING TERMS AND CONDITIONS
(a) Where the Buyer submits an order for goods and the Seller accepts such order, these terms and conditions shall apply to the supply of goods by the Seller to the Buyer.
(b) Any order placed by the Buyer will constitute an offer and shall not bind the Seller until accepted by it in writing or by the Seller commencing the supply of goods in accordance with that order. When the Seller accepts the Buyer’s order a separate contract of sale will arise for the goods to which the order relates.
(c) Each Contract formed under clause 2(b) will incorporate these terms and conditions. Where an order placed by the Buyer on the Seller references a Quotation, then any terms or special conditions contained in the Quotation will also be incorporated into the Contract.
(d) These terms and conditions prevail over any terms and conditions contained in any order, offer, acceptance or other document of the Buyer whether or not any inconsistency arises.
3. TERMS OF PAYMENT
Payment to the Seller for goods or services delivered and accepted is due within 30 calendar days of the end of the month in which the Buyer is invoiced for the goods. If the Buyer fails to make payment in accordance with this clause, without prejudice to any other remedy, Seller may charge interest on the outstanding amount at an annual rate of three (3) percent above the current Bank Bill Swap Reference Rate as quoted in the Australian Financial Review at the date the amount is due and payable or an equivalent rate determined by the Seller (acting reasonably) if this rate ceases to be published, is updated, suspended or discontinued. Interest will be calculated on a daily basis from the day it falls due until the day it is paid. Any payment made by the Buyer shall be credited first against any interest that has accrued.
4. DELIVERY, INSPECTION AND ACCEPTANCE
(a) Any timeframes quoted by the Seller for delivery of goods are estimates only.
(b) Delivery will be made in the manner and at the place specified in the relevant Contract or if not specified delivery will be made as determined by the Seller.
(c) The Seller reserves the right to make part deliveries of any order. Each part delivery may be invoiced separately and shall constitute a separate sale of goods upon the same terms and conditions as those applying to the main order. A part delivery of an order shall not invalidate the balance of an order.
(d) The Buyer shall inspect all goods upon delivery and shall within seven (7) days of delivery give notice to the Seller of any matter or thing by which the Buyer alleges that the goods are not in accordance with the Buyer’s purchase order or these terms and conditions. Failing such notice, subject to any non-excludable rights, guarantees or conditions implied by law, such as those in the Australian Consumer Law the goods shall be deemed to have been delivered to and accepted by the Buyer. Acceptance of the goods does not prevent the Buyer from making a claim under the statutory consumer guarantees under the Australian Consumer Law.
5. RETURNS
(a) Return of goods (other than in situations where the Seller is required to accept a return of goods under the Australian Consumer Law) must be approved by the Seller. Any authorised return must be freight prepaid and will only be accepted if (unless otherwise agreed with the Seller) they are:
(i) in a saleable condition in their original packaging;
(ii) accompanied by documentation evidencing:
A. the Buyer’s name, address and account number,
B. a return authorisation number and the purchase order number, invoice number or other designated number relevant to the Contract under which the goods were originally supplied; and
C. reasonable detail regarding the reason for the return of the goods; and
(iii) returned within 14 days of delivery.
(b) Other than in situations where the Seller is required to accept a return of goods under the Australian Consumer Law:
(i) the Seller reserves the right to charge a handling fee of $10 or 10% of the price of the goods returned (whichever is greater) under this provision; and
(ii) the Seller will not accept the return of goods specifically purchased, manufactured, machined or cut to size or to the Buyer’s specification.
6. QUOTATIONS
(a) A Quotation is valid for 30 days or such other period as stated in it.
(b) A Quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Buyer’s purchase order has been accepted in writing by the Seller.
(c) The Seller shall not be bound by any conditions attaching to the Buyer’s purchase order or acceptance of a Quotation and, unless such conditions are expressly accepted by the Seller in writing, the Buyer acknowledges that such conditions are expressly negatived.
(d) Every Quotation is subject to and conditional upon obtaining any necessary import, export or other licence.
7. GST
The parties agree that:
(a) the Purchase Price is inclusive of GST;
(b) all other Payments have been calculated without regard to GST;
(c) each party will comply with its obligations under the Competition and Consumer Act 2010 (Cth) when calculating the amount of any Payment and the amount of any relevant Payments will be adjusted accordingly;
(d) if the whole or any part of any Payment is the consideration for a Taxable Supply (other than for payment of the Purchase Price) for which the payee is liable to GST, the payer must pay to the payee an additional amount equal to the GST Amount, either concurrently with that Payment or as otherwise agreed in writing.
(e) any reference to a cost or expense in these terms and conditions excludes any amount in respect of GST forming part of the relevant cost or expense when incurred by the relevant party for which that party can claim an Input Tax Credit; and the payee will provide to the payer a Tax Invoice.
8. PASSING OF PROPERTY AND RISK
(a) Goods supplied by the Seller to the Buyer shall be at the Buyer’s risk immediately upon delivery to the Buyer, into the Buyer’s custody or at the Buyer’s direction (whichever happens first). The Buyer shall insure the goods from the time of that delivery at its cost against such risks as it thinks appropriate,
(b) Title in the goods supplied by the Seller to the Buyer under these terms and conditions shall not pass to the Buyer until those goods have been paid for in full.
(c) Until the goods have been paid for in full:
(i) the Buyer shall store the goods in a manner which shows clearly that they are the property of the Seller; and
(ii) the Buyer may sell the goods, in the ordinary course of its business, as agent for the Seller and shall account to the Seller for the proceeds of sale (including any proceeds from insurance claims). These proceeds must be kept in a separate bank account.
(d) The Buyer agrees to grant the Seller reasonable access to any premises upon which the Seller’s goods are stored to enable the Seller to inspect the goods and/or, reclaim the goods if the Seller has terminated or has a right to terminate the relevant Contract.This right shall continue after termination and for so long as the Seller reasonably believes that goods in which it retains title are held at premises owned or controlled by the Buyer.
(e) The Buyer and the Seller agree that the provisions of this clause apply notwithstanding any arrangement under which the Seller grants credit to the Buyer.
(f) The Buyer consents to the Seller perfecting any security interest (as defined in section 12 of the PPSA) in goods supplied under the Contract and their proceeds created by this clause 8 by registration under the PPSA and agrees to do anything reasonably requested by the Seller to enable it to do so.
(g) The parties contract out of the following provisions of the PPSA which, under section 115(1) of that Act, they are permitted to contract out of:
i. sections 95 (notice of removal of accession) and section 130 (notice of disposal) to the extent that they require the secured party to give a notice to the grantor;
ii. section 96 (when a person with an interest in the whole may retain an accession);
iii. subsection 121(4) (enforcement of liquid assets—notice to grantor);
iv. section 129 (disposal by purchase)
v. paragraph 132(3)(d) (contents of statement of account after disposal);
vi. subsection 132(4) (statement of account if no disposal);
vii. section 142 (redemption of collateral); and
viii. section 143 (reinstatement of security agreement).
(h) Each party waives its right to receive each notice which, under section 157(3) of the PPSA, it is permitted to waive.
(i) The parties agree that no one will disclose, or authorise the disclosure of, any information of the kind described in section 275(1) of the PPSA to any other person unless allowed or required by law.
9. SUSPENSION, CANCELLATION AND DISCONTINUANCE OF SUPPLY
The Seller reserves the right to immediately suspend, cancel or discontinue the supply of goods or services to the Buyer without further notice to the Buyer where:
(a) the Buyer is in breach of these terms and conditions; or
(b) the Buyer is otherwise in breach of its payment obligations to the Seller (whether arising under these terms and conditions or otherwise),
and the Seller will not incur any liability to the Buyer in respect of such suspended, cancelled or discontinued supply.
10. INSURANCE
The Seller will maintain whilst it supplies goods and/or services under these terms and conditions and for the period of any Contract the following insurances:
(a) product and public liability insurance to a limit of $10 million; and
(b) workers compensation insurance as required by law.
11. TRAINING
The Seller’s Quotation is made on a supply only basis unless otherwise specified in the Quotation or agreed in an accepted purchase order. Any training in the use of the goods or other fitting services (if any) are at the expense of the Buyer unless agreed in writing in a Contract or otherwise agreed in writing by the Seller.
12. DIMENSIONS, LABELLING, PERFORMANCE DATA AND OTHER DESCRIPTIVE DETAILS
(a) To the extent permitted by law, and unless otherwise agreed, any performance data provided by the Seller, which is sourced from a supplier or manufacturer of the Seller is an estimate only and is passed on by the Seller in good faith but Seller has not independently verified the accuracy or completeness of such performance data. The Buyer should exercise reasonable care in relying on such performance data.
(b) Unless agreed to the contrary in writing, the Seller reserves the right to supply an alternative brand or substitute product that has characteristics that are materially consistent with the goods offered when necessary. Such substitutions will not be given effect to until approval is received from the Buyer (either verbally or in writing).
(c) Buyer must not, without Seller’s written consent, alter, remove or obliterate any labels which are attached to or incorporated in the goods.
13. SHIPMENT AND DELIVERY
(a) Upon acceptance of a purchase order by the Seller, the Seller will seek confirmation of the period of shipment or delivery. If any variation has occurred in the quoted period, the Seller will notify the Buyer.
(b) The Seller may impose a delivery charge on all deliveries (subject to such charge being notified to the Buyer in advance) with the exception of back order deliveries which are part of an original purchase order that has been partly fulfilled.
14. MINIMUM ORDER VALUE
Buyer acknowledges that some goods are subject to minimum order requirements. The Seller reserves the right to:
(a) refuse to supply goods where the value of the goods ordered by the Buyer is less than the Seller’s minimum supply value (as notified by the Seller to the Buyer from time to time); or
(b) (with the consent of the Buyer) increase the aggregate price payable for the goods ordered by the Buyer such that the price is at least equal to the Seller’s minimum supply value.
15. CONTINGENCIES
Any charge, duty, impost, sales tax or other expenditure which is not applicable at the date of Seller’s acceptance of an order but which is subsequently levied upon the Seller in relation to that order as a result of the introduction of any legislation, regulation or governmental policy, shall be to the Buyer's account.
16. FORCE MAJEURE
A party shall be excused from the performance or observance of any of its obligations under a Contract to the extent its performance or observance is prevented, restricted or affected by reason of a force majeure event including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, transport or equipment, epidemic, pandemic, quarantine restriction, public health emergency, communicable disease outbreak (including the Covid-19 outbreak), measures or actions taken by any government or government body including, without limitation, in connection with bio-security, public health and importation of goods or any other cause beyond the reasonable control of the affected party (Force Majeure Event). Notwithstanding a Force Majeure Event no party will be relieved from liability to pay moneys due under a Contract.
17. BUYER’S CANCELLATION
Unless otherwise agreed in writing, the Buyer shall have no right to cancel a purchase order which has been accepted by the Seller.
18. WARRANTY AND LIABILITY OF SELLER
(a) The Seller makes no express warranties or representations in respect of any goods or services supplied to the Buyer under these terms and conditions. Manufacturers of goods may, from time to time, provide a voluntary warranty directly to the Buyer in relation to goods supplied to the Buyer.
(b) Where the Buyer purchases goods from the Seller as a Consumer:
(i) the Australian Consumer Law provides certain statutory guarantees in relation to the goods; and
(ii) nothing in these Conditions purports to modify or exclude such guarantees,.
(c) To the extent permitted by statute, the liability, if any, of the Seller arising from the breach of any implied conditions or warranties, or failure to comply with a statutory guarantee under the Australian Consumer Law, in relation to the supply of goods or services other than goods of a kind ordinarily acquired for personal, domestic or household use or consumption, shall at the Seller’s option be limited to:
(i) in the case of goods:
A. the replacement of the goods or the supply of equivalent goods;
B. the repair of the goods;
C. the reimbursement of the cost of the repair of the goods; and
D. the payment of the cost for the repair of the goods; and
(ii) in the case of services:
A. the re-supply of the services; or
B. the reimbursement of the cost of having the services supplied again.
(d) To the extent permitted by law, neither party shall be liable to the other in connection with the Contract for or in respect of any Excluded Loss.
(i) for liability arising in connection with events or circumstances in respect of which the Seller is indemnified under a policy of insurance required to be taken out under these terms and conditions, the Seller’s liability will be limited to the amount which is recovered by the Seller under that policy (or should have recovered had it complied with the relevant policy) and in all circumstances will not exceed the amount that is the specified limit for that policy of insurance required to be taken out by the Seller under these terms and conditions;
(ii) for all liability in respect of which the Seller is not indemnified under a policy of insurance required to be taken out under these terms and conditions:
A. with respect to liability arising out of a particular purchase order, Seller’s liability will be limited to an amount equal to the Purchase Price for the goods under that purchase order; and
B. Seller’s maximum aggregate liability arising in connection with all purchase orders and otherwise arising under the Contract will be limited to the amounts paid or payable for the goods and/or services to the Seller under the Contract.
(f) The Seller makes no express warranties in relation to the suitability for any purpose of goods or materials supplied by the Seller.
(g) To the extent permitted by statute, including the Australian Consumer Law, Seller will not be responsible for any damage or loss caused to goods which have been serviced or repaired by unauthorised persons.
(h) At all times, a party’s liability under a Contract or otherwise, shall be reduced proportionately to the extent that any act or omission of the other party, its personnel or any other third party caused or contributed to such loss or liability.
19. INTELLECTUAL PROPERTY
Nothing in these terms and conditions creates any right, title or interest in any intellectual property right (including trademark, copyright, patent or registered design) (Intellectual Property) in favour of the Buyer with respect to any goods or services supplied under these terms and conditions.
Unless the parties otherwise agree in writing, the ownership of all Intellectual Property supplied or created by the Seller in connection with or as a result of the supply of goods and/or services will vest in the Seller upon creation.
20. ALTERATION TO CONDITIONS
The Seller may, at any time and from time to time, alter these terms and conditions without notice and with immediate effect once posted on the Seller’s website, provided that any variation to these standard terms and conditions will not apply to any:
(a) purchase orders placed but not yet fulfilled prior to the date of such variation taking effect; or
(b) Contracts that incorporates a particular version of these standard terms and conditions released prior to the variation.
21. VIENNA SALES CONVENTION
To the fullest extent permitted by law, the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) known as the Vienna Sales Convention does not apply to any Contract incorporating these terms and conditions nor do any of the terms and conditions express or implied by the Vienna Sales Convention form part of any Contract.
22. GOVERNING LAW
- These terms and conditions and any contract including them shall be governed by and construed in accordance with the laws of the State of Victoria and the Seller and the Buyer submit to the non-exclusive jurisdiction of the Courts of Victoria.
