|Buyer||means the purchaser of any goods specified on a purchase order to the Company.|
|Company||means Beloka Water Pty Limited ACN 141 258 086|
|Consumer||means an individual who buys products for personal use and not for resale.|
|Goods||means the products and, if any, services specified on a purchase order from the Company to the Buyer.|
|PPSA||means the Personal Properties Securities Act 2009.|
|PMSI||means a purchase money security interest as defined by the PPSA.|
|Security Interest||and “purchase money security interest”, “attached”, “attachment”, “perfected”, “accession”, “commingled” and all related terms have the meanings given to them by the PPSA.|
The Company reserves the right, irrespective of whether or not an order has been accepted and without notice to the Buyer, to withhold supply to the Buyer and the Company will not be liable for loss or damage resulting directly or indirectly from such action where:
The Buyer may not, without the Company’s written consent, alter, remove, or obliterate any labels which the Company attaches to the Goods.
Performance and Representations
The Buyer acknowledges that neither the Company nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in writing whether as to the fitness of the Goods for any particular purpose or any other matter.
Default in Payment
The Company will treat any default by the Buyer in payment of any monies due to the Company as a breach of these Terms and Conditions. The Company reserves the right thereupon to cease work on the relevant order and all other orders placed by the Buyer and hold all the Buyer’s work until the due payment or payments on all moneys owed are made. Recurring payments default may, at the Company’s discretion, lead to the Buyer’s account with the Company being closed and any further order placed by the Buyer and accepted by the Company will only be processed when prepaid at the Company’s absolute discretion.
Failure by the Company to insist upon strict performance of any term, warranty or condition of these Terms and Conditions shall not be deemed as a waiver thereof or of any rights the Company may have and no express waiver shall be deemed a waiver of any subsequent breach of any term warranty or condition.
The Buyer acknowledges that the Goods are not of a kind ordinarily acquired for private use or consumption but are acquired for business purposes.
Intellectual Property Rights
The Buyer warrants that any design or instruction furnished to the Company shall not be such as will cause the Company to infringe any intellectual property rights (including patents, registered designs, trademarks, copyright, confidential information and the like) in the execution of the Buyer’s order and the Buyer agrees to indemnify the Company against any infringement or unauthorised use of the intellectual property rights arising out of the manufacture or use of the Goods and it is especially agreed that the sale and purchase of Goods does not confer on the Buyer any licence or rights under any intellectual property rights which is the property of the Company.
Any notice to be given by the Buyer to the Company shall be sent to the Company’s Principal Place of Business as recorded by the Company Database maintained by ASIC from time-to-time. No notice shall be deemed to have been given until it is actually received at such address.
It is agreed that if any provision of these terms and conditions should be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision hereof and each such other provision shall remain in full force and effect.
These Terms and Conditions shall be governed by and construed in accordance with the laws of New South Wales. The Buyer and the Company agree to submit to the non-exclusive jurisdiction of New South Wales and the Federal Court of Austrapa.
These Terms and Conditions contain all the terms of the agreement between the parties and supersede all prior discussions and arrangements. In the event that there is any confpct between the provisions of these Terms and Conditions and the provisions of a Purchase Order or any record of any other agreement that the Company may have with the Buyer, then the provisions of these Terms and Conditions shall prevail.
The Company reserves the right to correct clerical errors without notification.
Personal Properties Securities Act 2009
The Buyer hereby acknowledges that these Terms and Conditions constitute a security agreement which creates a security interest in favour of the Company in all Goods previously suppped by the Company to the Buyer (if any) and all after acquired Goods supplied by the Company to the Buyer (or for the Buyer’s account) to secure the payment from time to time and at a time, including future advances. The Buyer agrees to grant a “Purchase Money Security Interest” to the Company.
The Buyer acknowledges and agrees that by assenting to these terms the Buyer grants a security interest (by virtue of the retention of title clause in these Terms and Conditions) to the Company and all Goods previously supplied by the Company to the Buyer (or for the Buyer’s account) and these terms shall apply notwithstanding anything express or implied to the contrary contained in the Buyer’s purchase order.
The Buyer undertakes to:sign any further documents and/or provide any further information (which information the Buyer warrants to be complete, accurate and up-to-date in all respects) which the Company may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”);not register a financing change statement as defined in section 10 of the PPSA or make a demand to alter the financing statement pursuant to section 178 of the PPSA in respect of the Goods without the prior written consent of the Company;give the Company not less than 14 days’ written notice of any proposed change in the Buyer’s name and/or any other changes in the Buyer’s details (including by not limited to changes in the Buyer’s address, facsimile number, email address, trading name or business practice);pay all costs incurred by the Company in registering and maintaining a financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce the security interest created by these Terms and Conditions including executing subordination agreements;be responsible for the full costs incurred by the Company (including actual legal fees and disbursements on a solicitor and client basis) in obtaining an order pursuant to section 182 of the PPSA; andthe Buyer waives any rights it may have under sections 115 of the PPSA upon enforcement.Pursuant to section 157 of the PPSA, unless otherwise agreed to in writing by the Company, the Buyer waives the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest.The Buyer agrees that immediately on request by the Company the Buyer will procure from any persons considered by the Company to be relevant to its security position such agreement and waivers as the Company may at any time require.
The Buyer gives the Company a Security Interest in all of the Buyer’s present and after-acquired property in which Goods supplied or financed by the Company have been attached or incorporated.