Table of Contents:
TRADING TERMS
“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
“CCA” means the Competition and Consumer Act 2010 (Cth);
“Company” means Flinders Island Meat Pty Limited (ACN 167 297 234) trading as Flinders + Co Cultivate Better (ABN 58 642 169 414)
”Consumer” means a person acquiring Goods:
“Consumer Goods” means ‘goods of a kind ordinarily acquired for personal, household or domestic use or consumption’, as that expression is used in section 3 of the Australian Consumer Law.
“Consumer Guarantee” means a consumer guarantee applicable to this contract under the Australian Consumer Law, including any Express Warranty.
“Consumer Services” means ‘services of a kind ordinarily acquired for personal, household or domestic use or
consumption’, as that expression is used in section 3 of the Australian Consumer Law.
“Customer” means the person described in a credit account application as the person in whose name an account is
maintained by the Company and/or the person or entity that purchases Goods and services from the Company.
“Express Warranty” has the same meaning as in section 2(1) of the Australian Consumer Law.
“Fair or Reasonable” means ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.
“Force Majeure Event” is defined in clause 16.
“Financing Statement” and “Financing change statement” means a “financing statement” and a “financing change statement” within the meaning of section 10 of the PPSA.
“Goods” means any goods supplied by the Company to the Customer under these Trading Terms.
“GST” means “GST” within the meaning of the GST Act.
“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (as amended) and the following expressions bear the same meaning as in the GST Act: “tax invoice”, “taxable supply” and “value”.
“Insolvency Event” means, in relation to a party, that one of the events specified in clause 15 has occurred in relation to that
party.
“Intellectual Property” means any intellectual property including without limitation patents, trademarks, copyright, designs, layouts, circuit boards, knowhow, software, object codes, source codes, and confidential information.
“PMSI” means a purchase money security interest as defined in section 14 of the PPSA.
“PPSA” means the Personal Property Securities Act 2009 (Cth).
“Proceeds” means “proceeds” within the meaning of section 31 of the PPSA.
“Register” means the Personal Property Securities Register established under the PPSA.
“Security Agreement” means a “security agreement” within the meaning of section10 of the PPSA.
“Security Interest” means a “security interest” within the meaning of section 12 of the PPSA.
Terms and expression defined in or for the purposes of the CCA or the PPSA have the same meaning when used in these Trading Terms.
Words importing the singular shall include the plural (and vice versa).
General
These Trading Terms apply to:
The establishment, operation and use of the account of the Customer with the Company;
All transactions effected by the Customer with the Company for the supply of goods or services on its account or on a cash basis unless otherwise expressly agreed in relation to any particular supply of goods; and
The exclusion of all others including any terms and conditions of the Customer.
These Trading Terms shall apply as if incorporated into each order placed by the Customer with the Company.
These Trading Terms may be varied only with the written agreement of the Company.
The Company may at any time and from time to time by written notice to the Customer, alter these Trading Terms.
Orders
The Customer may place and the Company may accept or reject orders in part or full for the supply of Goods upon these Trading Terms by:
A communication in writing (including by e-mail); or
Any other means that the parties agree including by telephone and by internet ordering.
The Company reserves the right to specify a minimum order value which it will accept from time to time and to impose a surcharge should the Customer require delivery of goods having a value less than the minimum order value.
Orders accepted by the Company cannot be cancelled or altered in whole or in part without the Company’s written consent.
Pricing & Delivery
All prices quoted or agreed are on a tax exclusive basis. The applicable amount of GST or other taxes will be disclosed on
Adjust prices if and when necessary prior to acceptance of any offer from the Customer.
Whilst the Company shall use all reasonable endeavors to comply with the Customer’s particular delivery requirements and order specifications, the Customer will not be entitled to claim compensation by reason of failure to comply with their delivery requirements or minor variations to the Goods.
Delivery shall be deemed to have taken place when the Company or its agent delivers the Goods to or leaves the Goods at the address shown on the Sales Invoice for the delivery of such Goods.
Withholding Supply
The Company reserves the right, irrespective of whether or not an order has been accepted and without notice to the Customer, to withhold supply to the Customer and/or to cancel any obligation it may have to the Customer and the Company will not be
liable for loss of damage resulting directly or indirectly from such action where:
Payment Terms
Unless otherwise agreed, the Company’s terms of payment require payment from the date that the sales invoice for the goods is rendered by the Company to the Customer, as per the agreed Payment Terms
All payments shall be made free of any deductions, withholding or set-off unless otherwise agreed in writing with the Company.
If the Customer does not make payment as required by the Trading Terms, they must pay (in the Company’s discretion) interest on any amount overdue calculated on a daily basis from the date that the unpaid amount became due until the date that it is paid in full at the rate of 12% per annum.
If the Customer fails to pay for any goods or services supplied by the Company when due, then by notice to the Customer the Company may declare any amounts actually or contingently owing by the Customer to the Company to be immediately due and payable.
Where the Customer is overdue with any payment or the Company is in receipt of credit references that it regards as
unsatisfactory, the Company reserves the right to change the Customer to Cash on Delivery (COD) account and all Goods on a COD account shall be paid for before they are supplied.
The Company shall not be responsible and/or liable on removal of Goods and/or materials and/or services from the Customer’s premises due to non -payment of moneys outstanding.
Credit facilities may be suspended or withdrawn at the discretion of the Company at any time.
Where payment is to be made by cash the amount owing is due and payable immediately.
Credit Card Payments
If the Customer pays its outstanding account by a credit card, at the time the transaction is processed the Company reserves the right to charge the Customer an amount that the Company determines (acting reasonably) to be equal to the merchant.
service fee or any similar fee payable by the Company to its transaction acquirer in connection with the transaction.
The Company may add any amount payable by the Customer under paragraph 7(a) to the sale price of the relevant goods or services supplied or to be supplied by the Company to the Customer.
GST
To the extent that a party makes a taxable supply in connection with these Trading Terms, the consideration payable by a party under these Trading Terms represents the value of the taxable supply for which payment is to be made, unless otherwise expressly agreed.
Subject to clause 8(c), if a party makes a taxable supply pursuant to these Trading Terms for a consideration which, under clause 8(a), represents its value, then the party liable to pay for the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply.
A party’s obligation to make payment under clause 8(b) is subject to a valid tax invoice being delivered to the party liable to pay for the taxable supply.
Default Arrangements & Enforcement Expenses:
If the Customer fails to pay any amounts when due, then in addition to any other amount payable under these Trading Terms, the Customer must pay to the Company upon demand (in the Company’s discretion) any costs incurred in connection with
enforcement of any of the Company’s rights in connection with the supply of goods on these Trading Terms including without limitation:
Exclusions of Warranties and Limitations of Liability:
The Company acknowledges that the Australian Consumer Law and similar legislation provides:
Subject to paragraph (c), the Company excludes any and all conditions, warranties, terms and consumer guarantees implied by statute, general law or custom (including without limitation the Australian Consumer Law) applicable to any supply of Goods.
The Consumer Guarantees apply to any supply of Goods where the Customer is a Consumer, and the liability of the Company in connection with the Consumer Guarantees is not limited except as stated in paragraph (d).
If the Customer is a Consumer in relation to the supply of Goods, and those goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the liability of the Company in connection with the Consumer Guarantees is limited to one of the following (as selected by the Company):
The Company:
The Customer agrees to notify the Company in writing of any change in ownership or shareholding of the Customer within seven (7) days from the date such change or immediately if an Insolvency Event as specified in clause 15 hereof occurs and the Customer shall indemnify the Company against any loss or damage incurred by it as a result of its failure to notify the Company of such change or Insolvency Event.
Claims and Returns
A Customer will be responsible for immediate examination of the goods upon arrival at their destination and will be taken to have accepted Goods received by it as being in accordance with its order unless it notifies the Company in writing of its claim, including invoicing shortages, within 48 hours from the date of receipt of the goods.
No return of Goods that are allegedly defective or faulty will be accepted by the Company unless either:
All Goods for return must be inspected by a representative of the Company prior to the Company accepting any obligation for the return of the Goods.
If the Company consents under paragraph 11. (b) for the return of any Goods, the Customer must:
In the event of the Company agreeing to accept a return of Goods, these shall be returned to the Company at the expense of the Customer, and the Company shall credit the Customer’s account with an amount equal to the invoiced sum less the sum payable under clause 11.(d) hereof.
Cancellations and Variations
The Customer may not cancel or vary an order unless the Company in its absolute discretion consents in writing to the
cancellation or variation.
The Company may charge the Customer for any reasonable costs incurred in preparation of any order that has been varied or cancelled.
The Company reserves the right to immediately cancel any contract for the supply of Goods or suspend any such supply
without incurring any liability to the Customer in any of the following circumstances:
The Customer is overdue with any payment due under these Trading terms or is otherwise in breach of these Trading Terms or
An Insolvency Event has occurred.
Cancellation by the Company under this clause shall be without prejudice to the Company’s right to recover payment from the Customer for Goods previously supplied.
Retention of Title Arrangements
Property in and title to any Goods remains with the Company until the Customer has paid in full (and in cleared funds) all
amounts owing by the Customer to the Company in connection with the Goods.
Until such time as title to the Goods passes to the Customer, the Customer will hold them on trust and as bailee for the Company.
Despite clause 13 a), risk in the Goods passes to the Customer upon delivery.
Unless otherwise agreed by the Company, the Customer must identify and store the Goods in a manner that clearly shows that they are the property of the Company.
Notwithstanding any of the matters set forth in this paragraph 13, the Customer may sell the Goods to a third party in the ordinary course of their business.
The Customer must insure the Goods until sold to a third party.
Personal Property Securities Act arrangements
Acknowledgement of security agreement and security interest
The Customer acknowledges and agrees that:
Acknowledgment of arrangements for financing statements
The Customer acknowledges and agrees as follows:
Financing statements and financing change statements
The Company may at any time register a financing statement (or, if relevant, a financing change statement) on the Register in relation to its security interest in the Goods that may include terms that:
The Company may register a financing statement or financing change statement on the PPSA Register for any period that the Company determines (in its discretion).
Payment of fees and costs
Upon request made by the Company, the Customer must pay to the Company all fees, charges and expenses that the Company may reasonably incur in:
These fees, charges and expenses may be incurred by or with an agent that acts on behalf of the Company.
When registration to be affected:
Confidential Information
The Company and the Customer agree that neither party will disclose to an interested person or to any other person, any
information of the kind described
in section 275 (1) of the PPSA except that the Company may disclose that information to an interested person where section 275(7) of the PPSA applies.
Enforcement
If the Customer fails to pay an amount owing when due or if it fails to perform any of its obligations in connection with the
supply of Goods, the Customer agrees that the Company shall be entitled to exercise its enforcement rights and remedies as a
secured party in accordance with the provisions of the PPSA including (without limitation) the rights contained in section 123 of the PPSA to seize the Goods by any method permitted by law. For these purposes, and without limiting any other rights of the
Company under the PPSA as a secured party, the Customer further agrees:
Application of certain PPSA provisions
To the extent they apply, the following provisions of the PPSA confer rights on the Company: section 123 (seizing collateral);
section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); and section 134 (1) (retention of collateral). The Customer agrees that in addition to those rights, the Company shall, if there is
default by the Customer, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any Goods, not only under those sections but also, as additional and independent rights, under this document and the Customer agrees that the Company may do so in any manner it sees fit including (in respect of dealing or disposing) by private or public sale, lease or licence.
Contracting out provisions
To the extent that Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest under or in connection with these Trading Terms, the following provisions of the PPSA do not apply and for the purposes of section 115 of the PPSA and are “contracted out” of these Trading Terms in respect of all Goods to which that section can be applied: section 95 (notice of
removal of accession to the extent it requires the Company to give a notice to the grantor); section 96 (retention of accession); section 125 (obligation to dispose of or retain collateral);section 121(4)(enforcement of liquid assets- notice of grantor); section 130 (notice of disposal to the extent it requires the Company to give notice to the Customer );section 129 (2) & (3) (d) (contents of statement of account after disposal); section 132 (4) (statement of account if no disposal);section 135 (notice of
retention);section 142 (redemption of collateral);and section 143 (re-instatement of security agreement).
Notices
PPSA Notices
The Customer agrees that the Company does not need to give the Customer any notice under the PPSA (including without limitation a notice of a verification statement received from the Registrar) unless the notice is required by the PPSA and that requirement cannot be excluded.
Where default
In the event of a default by the Customer in performing of any of its obligations in connection with a supply of Goods under the Trading Terms, the Customer agrees that (as between the parties to the Trading Terms) the Company is not obliged to give notice to any other secured party with interests in the same collateral or to any other third party of any enforcement or recovery action that it takes or which it may take with respect to its security interest in any of the Goods.
Insolvency Events
If the Customer:
Then any monies actually or contingently owing to the Company at that time under any contract formed on these Trading Terms (including any amounts which would not otherwise be payable until a later date or dates) are immediately due and payable (without the need for any demand by the Company).
Force Majeure
The Company may suspend any or all of its obligations to the Customer that are affected by any act of God, fire, flood, storm, earthquake, strike, lockout, trade dispute, breakdown, theft, crime, delays in shipping, or the inability of the Company to procure necessary materials or articles preventing or retarding performance of the contract or any other cause not reasonably within the control of the Company (each a “Force Majeure Event”) and the Company is not responsible for any delay, default, loss or damage due to any Force Majeure Event.
When a Force Majeure Event ceases to affect the performance of any of the Company’s obligations, the Company must lift any suspension of those obligations that it makes under paragraph a).
Certificate
A certificate of the Customer’s liability under any contract or contracts formed on these Trading Terms, signed by an officer of the Company, is prima facie evidence of the Customer’s liability to the Company under these Trading Terms as at the date of the
certificate.
Termination
Either party may terminate the arrangements under these Trading Terms by not less than 30 days’ notice to the other or immediately by notice to the other party if the other party is subject to an Insolvency Event.
b) Upon termination all amounts actually or contingently owing by the Customer to the Company are immediately due and payable and the Customer shall immediately on demand deliver up to the Company all goods purchased from the Company for which it has not paid.
Time
Time is of the essence for payment of any monies owed by the Customer to the Company pursuant to the provisions specified in these Trading Terms.
Jurisdiction
These Trading Terms are governed by the laws of the State of Victoria.
The parties submit to the non-exclusive jurisdiction of the Courts of Victoria in relation to any dispute or claim arising under or in connection with the supply of Goods or otherwise concerning these Trading Terms.
Notices
Any notice required by or contemplated by these Trading Terms must be in writing in the English language.
Any notice by one party to the other shall be sufficiently served if served:
by pre-paid post to the party to be served at the registered office of the party or to the address specified in the application made to the Company by the Customer to establish the arrangements under these Trading Terms or as otherwise notified to the other party, (in which case it is taken to be received 3 days after the date of posting).
Miscellaneous
No employee of the Company is authorized to bind the Company unless the Company has given the Customer express written notice to that effect.
The invalidity or unenforceability of any provisions of these Trading Terms shall not affect the validity or enforceability of the remaining provisions.
No delay or failure to act is a waiver of any of the provisions herein contained.
No waiver is effective unless in writing. A waiver of a breach is not a waiver of any other breach.
These Trading Terms shall bind the Company and the Customer and their respective successors and permitted assigns.
The Customer may not assign any of its rights or obligations under these Trading Terms without the prior written consent of the Company.
| This is Your Direct Debit Request Service Agreement with Flinders Island Meat Pty Ltd (ABN 97 167 297 234) It explains what Your obligations are when undertaking a Direct Debit arrangement with us. It also details what our obligations are to You as Your Direct Debit provider.
Please keep this agreement for future reference. It forms part of the terms and conditions of Your Direct Debit Request (DDR). |
|
| Definitions | account means the account held at Your financial institution from which we are authorised to arrange for funds to be debited.
agreement means this Direct Debit Request Service Agreement between You and us. banking day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia. debit day means the day that payment by You to us is due. debit payment means a particular transaction where a debit is made. direct debit request means the Direct Debit Request between us and You. us or we means Flinders Island Meat Pty Ltd (the Debit User) You have authorised by requesting a Direct Debit Request. You means the customer who has signed or authorised by other means the Direct Debit Request. Your financial institution means the financial institution nominated by You on the DDR at which the account is maintained. |
| 1.Debiting Your account | 1.1 By signing a Direct Debit Request or by providing us with a valid instruction, You have authorised us to arrange for funds to be debited from Your account. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between us and You. |
| 1.2 We will only arrange for funds to be debited from Your account as authorised in the Direct Debit Request.
or We will only arrange for funds to be debited from Your Account if we have sent to the address nominated by You in the Direct Debit Request, a billing advice which specifies the amount payable by You to us and when it is due. |
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| 1.3 If the debit day falls on a day that is not a banking day, we may direct Your financial institution to debit Your account on the following banking day. If You are unsure about which day Your account has or will be debited You should ask Your financial institution. | |
| 2. Amendments by us | 2.1 We may vary any details of this agreement or a Direct Debit Request at any time by giving You at least fourteen (14) days written notice. |
| 3. Amendments by You | You may change* , stop or defer a debit payment, or terminate this agreement by providing us with at least 14 days notification by writing to: admin@flinders.co or arranging it through Your own financial institution, which is required to act promptly on Your instructions.*Note: in relation to the above reference to ‘change’, Your financial institution may ‘change’ Your debit payment only to the extent of advising Flinders Island Meat Pty Ltd of Your new account details. |
| 4. Your obligations | 4.1 It is Your responsibility to ensure that there are sufficient clear funds available in Your account to allow a debit payment to be made in accordance with the Direct Debit Request.
4.2 If there are insufficient clear funds in Your account to meet a debit payment: (a) You may be charged a fee and/or interest by Your financial institution; (b) You may also incur fees or charges imposed or incurred by us; and (c) You must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in Your account by an agreed time so that we can process the debit payment. 4.3 You should check Your account statement to verify that the amounts debited from Your account are correct |
| 5. Dispute | 5.1 If You believe that there has been an error in debiting Your account, You should notify us directly at 03 8393 0910 and confirm that notice via email to admin@flinders.co with us as soon as possible so that we can resolve Your query more quickly. Alternatively You can take it up directly with Your financial institution. |
| 5.2 If we conclude as a result of our investigations that Your account has been incorrectly debited we will respond to Your query by arranging for Your financial institution to adjust Your account (including interest and charges) accordingly. We will also notify You in writing of the amount by which Your account has been adjusted.
5.3 If we conclude as a result of our investigations that Your account has not been incorrectly debited we will respond to Your query by providing You with reasons and any evidence for this finding in writing. |
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| 6. Accounts | You should check:
(a) with Your financial institution whether direct debiting is available from Your account as direct debiting is not available on all accounts offered by financial institutions. (b) Your account details which You have provided to us are correct by checking them against a recent account statement; and (c) with Your financial institution before completing the Direct Debit Request if You have any queries about how to complete the Direct Debit Request. |
| 7. Confidentiality | 7.1 We will keep any information (including Your account details) in Your Direct Debit Request confidential. We will make reasonable efforts to keep any such information that we have about You secure and to ensure that any of our employees or agents who have access to information about You do not make any unauthorised use, modification, reproduction or disclosure of that information.
7.2 We will only disclose information that we have about You: (a) to the extent specifically required by law; or (b) for the purposes of this agreement (including disclosing information in connection with any query or claim). |
| 8. Notice | 8.1 If You wish to notify us in writing about anything relating to this agreement, You should please email admin@flinders.co
8.2 We will notify You by sending a notice via email in the address you have given us in the Direct Debit Request. 8.3 Any notice will be deemed to have been received on the third banking day after sending. |
| Request and Authority to debit | You request and authorize Flinders Island Meat Pty Ltd (Direct Debit ID 612224) to arrange, through its own financial institution, a debit to your nominated account any amount Flinders Island Meat Pty Ltd, has deemed payable by you.
This debit or charge will be made through the Bulk Electronic Clearing System (BECS) from your account held at the financial institution you have nominated below and will be subject to the terms and conditions of the Direct Debit Request Service Agreement. |
| Acknowledgment | By signing and/or providing us with a valid instruction in respect to your Direct Debit Request, you have understood and agreed to the terms and conditions governing the debit arrangements between you and Flinders Island Meat Pty Ltd as set out in this Request and in your Direct Debit Request Service Agreement. |