1. In these Terms and Conditions of Sale, unless the context otherwise requires:-
(a) “the Company” means CJ Sports Pty Ltd (ABN 34437826853) and includes its agents, employees and assigns.
(b) “Purchaser” means any person firm or corporation that has requested the supply of goods from the Company, and includes employees, agents, successors, administrators, and assigns of the Purchaser.
(c) “goods” means the products specified overleaf.
(d) “Business Premises” means the specific premises stated in the Credit Application.
2. All goods sold by the Company are sold and supplied on these Terms and Conditions (which the Company can amend from time to time at its discretion). Any trading terms issued by CJ Sports from time to time form part of these Terms and Conditions. However, in the event of any inconsistency these Terms and Conditions will prevail.
2A. If the Purchaser places an order, accepts delivery of the Goods or makes payment or otherwise performs any of these terms, the Purchaser will be taken to have accepted these terms.
3. The Company may refuse to sell the goods for any reason (whether or not part of a contract has been performed) including where the goods are unavailable for any reason, a noncomplying order is received or the Purchaser has defaulted under the Company terms of credit provided such refusal to sell does not breach any law. In particular, the
Company may review, change, suspend and/or cancel any order if the Purchaser exceeds their credit limit or allows their account to become overdue.
3A. A quotation is not an offer by the Company. The Company may withdraw or alter it without notice. Unless withdrawn, quotations are valid for the period stated, or where no period is stated, for 30 days after the date of quotation.
4. An order for the sale of goods shall identify the goods ordered, the quantity required and refer to any quotation pursuant to which the order is made. If the order does not comply with this clause it is a “non-complying order”.
5. Any variation of an order or cancellation of an order must be agreed in writing by the Company. Cancellation of orders will not be accepted unless authorised by the appropriate Sales Manager or the Principal of the selling agent. Cancellations of indent orders will not be considered within one month before the due delivery date.
6. Any payments for which the Company may become liable to any State and/or imposts applicable to any sale and/or delivery of goods, quoted for are to be Purchaser’s account. Should any goods be assessed by the Customs Department at a higher rate than actually invoiced by the Company or should goods be so classified by the Customs Department that they carry a higher rate of duty and/or other charges than that provided for by the Company, such increased assessments shall be borne by the Purchaser.
6A. Unless otherwise stated, all prices, costs or charges that are quoted by the Company are exclusive of goods and services tax. The Purchaser must pay, or reimburse the Company for any GST that the Company must pay on any supply made by it in connection with this contract. Any tax, duty, impost or excise imposed in respect of the sale of goods under this contract is to be paid in addition to and with the price.
7. Delivery charges will be a separate item on each invoice and shall be payable as a freight charge by the Purchaser to the Company. Those orders with a wholesale value less than three hundred (300.00) will attract a surcharge. Where an order is unable to be completed, the following will apply:
(a) Indent orders – the Company will continue to ship until the order is complete.
(b) Stock orders – back orders must be specified by the Purchaser, otherwise all non delivered quantities will be cancelled and it will be the Purchaser’s responsibility to reorder these goods.
(c) Back orders which remain non delivered after thirty (30) days will be automatically cancelled.
8. Subject to clause 9, and any trading terms, all the goods must be paid for by the 25th day in the month following delivery. Interest may be charged at the rate of 4% per annum above the 90 day prime bank bill rate on the amount of all unpaid invoices.
9. The Company may in its discretion agree to sell the goods on credit to the Purchaser. If the Company agrees to sell the goods on credit to the Purchaser then the Company’s standard terms of credit will apply.
10. Any goods sold by the Company to the Purchaser must not be sold or resold in Australia or any other foreign country by the Purchaser whether by wholesale, retail, mail order or on the internet or by any other method without the prior written consent of the Company. Sales or resales of the Company’s brand goods outside of Australia may infringe TradeMark legislation in that country.
10A. The goods are supplied to the Purchaser for sale to consumers from the Business Premises only. The goods must not be:
(a) resold to any person for the purpose of resupply to consumers; or
(b) sold from a location other than the approved Business Premises.
Sales, resales, supply or resupply of the Company’s goods other than from approved Business Premises and in accordance with the terms and conditions of sales is also an infringement of the Company’s intellectual property.
11. The Purchaser shall not deduct any sum from the amount due on any invoice or statement for any reason whatsoever without the prior consent of the Company.
12. The Company will endeavour to deliver within the time limits but will in no circumstances be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in or failure of manufacturers or other suppliers to the Company to deliver, or any other cause or contingency whatsoever then those circumstances the Company shall not be in any way responsible for any loss, damage or other consequence arising directly or indirectly out of such delay in delivery, installation or service.
13. The Purchaser shall inspect the goods immediately upon delivery, and carry out any tests that a prudent purchaser would carry out.
14. The Purchaser shall give written notice to the Company of any alleged irregularity in the quantity or description, or any faults or defects within two (2) workings days from delivery.
15. If no notice is given by the Purchaser to the Company in accordance with clause 14 above, the Purchaser shall be deemed to have accepted the goods and the Purchaser shall lose any right to reject the goods or claim any remedy whatsoever (including damages) against the Company.
16. The risk in goods shall pass to the Purchaser upon delivery. The Purchaser shall insure the goods against loss or damage from time to time.
17. Notwithstanding the passing of risk, all goods delivered by the Company to the Purchaser remain the property of the Company until all goods supplied by the Company to the Purchaser have been paid for in full. Until that time, and subject to clause 10 above, the Purchaser may sell the goods in the ordinary course of its business as agent for Company, and the proceeds shall be held in trust for and as the property of the Company. Prior to any such sale, the Purchaser shall hold possession of the goods for and on behalf and as bailee for the Company and shall return the goods to the Company on demand. The Purchaser shall wherever possible separately store goods until title in them has passed. The Company will be entitled to enter the premises of the Purchaser at any time to recover the possession of the goods until payment in full has been made.
18. All claims for credit for damage, defective or short delivered goods or for goods to be returned must be notified to the Company immediately. The Company will not accept claims that are not notified within 2 days of delivery. Unless otherwise agreed, no request for credit will be approved until the representative of the Company has inspected the goods on which the credit is claimed. At all times the Purchaser is responsible for maintaining proper care of the goods in question. Proper care of the goods includes storing the goods to ensure that weather damage does not occur. The Company will not accept claims for damaged goods or for goods returned where the Purchaser has not maintained proper care of the delivered goods. In addition to any requirements specific above, if goods are not returned in accordance with the following requirements then the purchaser will in no circumstances be entitled to any credit:
(a) goods must be returned within 7 days of purchase. After this date the Company will not accept returns except in the case of faulty goods.
(b) prior to goods being returned to the Company a Returns Authority Number must be obtained from the Company’s Credit Return Officer in which time the reason for the goods being returned must be given along with the Purchaser’s account number and invoice number where applicable.
(c) all stock must be returned to the Company by a courier nominated by the Company (“the nominated courier”). It is the Purchaser’s responsibility to contact the nominated courier and arrange for the goods to be collected from the Company’s premises. The Returns Authority Number must be clearly displayed on the outside of the package containing the goods. The Purchaser must retain a copy of the consignment note from the nominated courier in case of problems with delivery.
(d) goods returned through Australia Post will not be accepted by the Company.
(e) goods must be returned in their original CJ Sports bags (excluding faulty goods). Failure to comply with this condition will result in a 5% bagging charge. Where the conditions for the return of the goods set out in this clause have not been complied with or where in the absolute discretion of the Company the Purchaser’s claim for credit is not legitimate or basis then the goods will be returned to the Purchaser and the Purchaser will be responsible for any delivery charges and handling charges incurred by theCompany.
19. The Purchaser acknowledges and agrees that the following goods are not acceptable for return or credit:-
(a) goods produced/manufactured on the Purchaser’s instructions where those instructions have been complied with;
(b) goods altered or damaged by the Purchaser.
19A. This contract expressly excludes all warranties, conditions, liabilities or representations as to the quality or fitness of the Goods or the correctness of information or advice concerning the Goods or otherwise. Any rights which cannot legally be excluded, restricted or modified are not affected.
20. Any liability of the Company with respect to the goods shall arise in accordance with these Terms and Conditions only and shall be limited to the replacing of the goods or acquiring equivalent goods, as the Company may elect.
21. The Purchaser, and where the Purchaser is unincorporated each proprietor of the Purchaser, hereby charges moneys and compliance with all obligations owed by the
Purchaser to the Company all beneficial interests (freehold and leasehold) in land held now or in the future by the Purchaser of proprietor. The Purchaser, and where applicable, each proprietor agrees that if demand is made upon it, him or her by the Company. The Purchaser or, if applicable, that proprietor will immediately execute a caveat or mortgage, as required by the Company to secure the obligations pursuant to this clause. If he, she or it fails to execute a caveat or mortgage within a reasonable time of being so requested, the Purchaser or, if applicable, that proprietor irrevocably and by way of security appoints any credit manager or solicitor engaged by the Company to be its, his or her true and lawful attorney to execute and register such instruments.
22. In the event that any terms or provision or part of a provision of these terms cannot be given effect for any reason then the term or provision or part which cannot be given effect shall be severed and read down restrictively and the remaining terms and provisions shall remain valid and binding on the parties.
23. No waiver of a term of provision of any contract shall be continuing waiver of the term or provision.
24. The provisions of these Terms and Conditions and any contract between the Company and the Purchaser shall be governed by the laws of the State of Queensland