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Australian Alpaca Fleece Limited - Terms and Conditions

Terms and Conditions

By ordering goods from Australian Alpaca Fleece Ltd, you agree that:

  1. The purchase order or confirmation of order and each invoice provided to you by Australian Alpaca Fleece Ltd in connection with the supply of goods, as well as any application for credit by you that has been approved by Australian Alpaca Fleece Ltd, together constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA). Australian Alpaca Fleece Ltd only supplies goods to you on these terms and conditions (Terms) and they take precedence over any terms and conditions you have previously or hereafter submit in connection with any order for goods. These Terms are incorporated in every purchase order and invoice.
  2. In these Terms, you and your mean the person or entity ordering the goods and any related or associated entity or trust; and goods means any inventory (within the meaning of the PPSA) supplied to you by Australian Alpaca Fleece Ltd at any time and from time to time.
  3. Prices quoted by Australian Alpaca Fleece Ltd are in Australian dollars and are subject to variations in the rate of exchange up to the delivery time. You are solely responsible for exchange risk.
  4. Payment is required strictly 30 days from date of invoice. You are entitled to a discount of 3.75% of the invoice price for full payment within seven days of date of invoice.
  5. Australian Alpaca Fleece Ltd may charge interest on the amount of any past due invoice at a rate of 1.5% per month (18% pa) plus any and all costs of collection, including legal costs on a full indemnity basis, calculated daily on and from the due date. Australian Alpaca Fleece Ltd may suspend your orders if payment of an invoice is 15 days past due until the account is brought up to date.
  6. Australian Alpaca Fleece Ltd does not accept liability (whether in contract, tort, including negligence, or otherwise) for failure to deliver or delay in delivery of goods for any reason, or for any indirect or consequential damage or loss you suffer or incur in connection with any such failure or delay.
  7. No claims will be accepted more than seven days after delivery.
  8. Risk in and liability for damage or loss of all goods pass to you upon delivery of the goods.
  9. Until Australian Alpaca Fleece Ltd receives payment in cleared funds for all goods supplied to you, as well as any and all other amounts due to Australian Alpaca Fleece Ltd by you on any account, legal title and property in all goods supplied to you remain vested in Australian Alpaca Fleece Ltd, and do not pass to you, and:
    1. (a) you hold the goods as fiduciary agent and bailee for Australian Alpaca Fleece Ltd;
    2. (b) you must keep the goods separate from all other goods held by you or in your possession and ensure that the goods are readily identifiable as the property of Australian Alpaca Fleece Ltd including by reference to invoices of Australian Alpaca Fleece Ltd (but without limiting its title to and property in the goods, to the extent you fail to comply with this obligation);
    3. (c) you may sell the goods in the ordinary course of your business, but may not use, mix, convert, change the character of or otherwise dispose of the goods, including as part of the manufacturing process;
    4. (d) proceeds of the goods will be held by you on trust for Australian Alpaca Fleece Ltd and you must pay or account for proceeds to Australian Alpaca Fleece Ltd immediately you receive or become entitled to proceeds;
    5. (e) Australian Alpaca Fleece Ltd may enter any premises, at any time and without notice, where it suspects the goods are located and remove the goods without committing a trespass;
    6. (f) you grant Australian Alpaca Fleece Ltd an irrevocable licence to enter any such premises and indemnify Australian Alpaca Fleece Ltd from and against any and all costs, claims, demands and actions of any kind whatsoever and by any party arising, directly or indirectly, from Australian Alpaca Fleece Ltd entering premises or removing goods;
    7. (g) (without limiting Australian Alpaca Fleece Ltd's title to and property in the goods) you acknowledge that these Terms create a security interest under the PPSA in favour of Australian Alpaca Fleece Ltd in any goods and proceeds from such goods, and Australian Alpaca Fleece Ltd may at any time register a financing statement on the Personal Property Securities Register to protect its security interest in the goods.
  10. You will not permit any third party security interest to subsist in or over goods belonging to Australian Alpaca Fleece Ltd.
  11. Australian Alpaca Fleece Ltd is not obliged to accept all or any of your orders. By placing an order for goods, you are confirming again your agreement to be bound by these Terms.
  12. Australian Alpaca Fleece Ltd may amend these Terms at any time.
  13. Any dispute in connection with an order for goods or otherwise concerning these Terms will be referred to mediation administered by the Australian Commercial Disputes Centre and will be conducted in Melbourne, Australia in accordance with the rules and guidelines published by the ACDC and subject to the laws of Victoria, Australia. You must participate in the mediation process in good faith. Neither Australian Alpaca Fleece Ltd nor you will start any legal proceeding in connection with the dispute unless and until the mediation process has been completed without a settlement or compromise of the dispute.
  14. You must immediately notify Australian Alpaca Fleece Ltd if you are the subject of an application to a court for winding up, otherwise become subject to any form of insolvency administration or bankruptcy proceedings, materially change the nature of your business, or become aware of a change or prospective change in the control of your business. Upon receiving notice from you, Australian Alpaca Fleece Ltd will be entitled at any time, at its discretion, to cancel or suspend any outstanding order(s) from you and to take such other action as its sees fit.
  15. Any delay by Australian Alpaca Fleece Ltd in exercising any of its rights or remedies under these Terms or otherwise at law is not a waiver of the right or remedy.
  16. These Terms are governed by the laws of Victoria, Australia and you submit to the jurisdiction of the courts of that State.