TERMS AND CONDITIONS OF TRADE AND SALE
In these terms and conditions:
a) “Seller” means ULTRA IT LIMITED and its agents, successors and assigns.
b) “Buyer” means the person, firm, company or entity buying the Goods from the Seller
c) “Goods” means all Goods the subject matter of any contract for purchase between the
Seller and Buyer, including where the context permits a resulting product into which the
Goods are so incorporated, manufactured or commingled that their identity is lost in the
resulting product.
- Contract:
All Goods supplied by the Seller to the Buyer are supplied subject to the following Terms and
Conditions of Sale which shall prevail despite any indication to the contrary by any person,
agent or representative acting or purporting to act on behalf of the Seller. - Supply of Goods:
Goods will be supplied where either direct credit, cheque or credit card payment
accompanies an order or where a duly authorised Company Purchase Order has been
received (whether in writing or verbal) and is charged against an account previously opened
with the Seller. - Pricing:
All prices listed are GST Exclusive unless otherwise stated. Prices are subject to change
without notice. - Payment
The Buyer agrees to pay to the Seller in full all invoices by the due date with no off-set or
deduction.
The due date shall be defined as the earlier of:
a) On or before the due date for payment as listed on the invoice; ii) Immediately when the
Buyer sells or disposes of the Goods; or iii) At the completion of any action which involves
the Buyer’s solvency at which time the Buyer shall keep the proceeds of any sale separate
from the Buyer’s funds.
b) Where the Buyer’s account is overdue the Seller may, at its discretion, refrain from
supplying any further Goods.
c) The Buyer agrees to pay interest on all sums and overdue amounts outstanding at 1.5%
per month from the due date or date of default as the case may be until payment is made.
Interest will be compounded monthly and added to the overdue amount.
d) If a solicitor or debt collector is instructed by the Seller to enforce or attempt to enforce
any rights pursuant to these terms and conditions of sale then the Buyer agrees to reimburse
(with all monies due) any liabilities, fees and disbursements as charged to the Seller as a
result.
e) The Seller may at its discretion apply any payments it receives from the Buyer in and
towards the satisfaction of any indebtedness of the Buyer to the Seller and it shall not be bound by any conditions or qualifications that the Buyer may make in the relation to such payments. - Personal Property Securities Act 1999:
a) The Buyer grants to the Seller a security interest in the Goods and all the Buyer’s present
and after acquired property supplied by the Seller and their proceeds and accessions to
secure payment of the purchase price of the Goods and all outstanding debts and
obligations of the Buyer to the Seller.
b) The Buyer will provide such information, do such acts and execute such further
documents as in the Seller’s opinion may be necessary or desirable to enable the Seller to
perfect under the PPSA the security of interest created by the these terms and conditions as
a first priority interest or with such other priority as the seller may agree in writing.
c) The Buyer will supply the Seller within 7 business days of written request copies of all
documents granting security interests registered over the Buyer’s personal property. The
Buyer authorises the Seller as an agent to request copies of all documents granting security
interests registered over the Buyer’s personal property. The Buyer authorises the Seller as
an agent to request any information from any secured party relating to any security interest
which is held in any personal property which is or has been in the Buyer’s possession or
control.
d) The Buyer will immediately notify the Seller in writing of any change in the Buyer’s name.
e) The Buyer agrees sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125 to 127, 129,
131 to 133 of the PPSA shall not apply to these Terms and Conditions or the security
created hereunder.
f) The Buyer waives the right to receive a copy of the verification statement confirming
registration of a financing state or a financing change statement relating to the security
interest created by these Terms and Conditions.
g) The Buyer must not create, or allow or permit the creation of, a security interest (as
defined in the PPSA) in any of the Good in favour of any person other than the Seller without
first obtaining the Seller’s written consent, not may the Buyer allow or permit the creation of
a lien over any of the Goods. - Delivery:
The Seller shall use its best endeavours to arrange prompt delivery of goods ordered. Dates
given by the Seller for delivery shall be deemed to be indicative only but will not be accepted
as a condition of sale. If delivery of the goods is delayed for any reason whatsoever the
Seller shall not be liable in any way for the loss of revenue or profits or any consequential
loss or damages for failure to deliver on such date. - Freight and Handling:
Goods are sold ex store with any freight and handling charges for the account of the Buyer.
Goods returned from evaluation or for warranty claims must be consigned by the Buyer
freight pre-paid. - Risk: Risk of any loss, deterioration or damage of or to the goods shall be borne by the Buyer from the time of despatch from the premises of the Seller. The Buyer shall insure and keep insured the goods to the full price against all risk until the Seller has received payment for the goods in full. The Seller will not be held liable for any damage,
- Ownership of Goods
All goods shall remain the property of the Seller as legal and equitable owner pending
cleared payment in full of all moneys due and owing in respect of the Goods owed by the
Buyer to the Seller. The Buyer acknowledges that the Buyer is in possession of the Goods
as bailee for the Seller pending payment in full of all moneys due to the Seller. Unless the
Seller directs otherwise, the Buyer may dispose of any Goods to third parties by the way of
bona fide sale at full market value in its normal course of trading. - Default
a) In addition to any other provision hereof, the Buyer shall be in Default if any of the
following events shall occur:
b) If the Buyer fails to pay any amount due by the due date. ii) If the Buyer fails to meet any
obligation to the Seller. iii) If the Buyer becomes insolvent. iv) If a Receiver, Liquidator or
Official Manager is appointed in respect of the Buyer. v) If a compromise arrangement with
the Buyer’s creditors is made or likely to be made. vi) If the Buyer ceases or threatens to
cease carrying on business. vii) If the ownership or effective control of the Buyer is
transferred, or the nature of the Buyer’s business is materially altered. viii) If the Buyer does
or permits any act or thing likely to prejudice or put at risk the Goods or the Seller’s rights or
interest (including its security interest) in the Goods.
c) For the purposes of clause 10a) hereof, a reference to the Buyer shall include the
Guarantor(s).
d) If an event of Default shall occur (notwithstanding that the Seller may have waived some
previous default by the Buyer) then:
e) All sums owing by the Buyer to the Seller shall become immediately due and payable. ii)
The Seller may, without prior notice, enter the premises of the Buyer or any other premises
that the Buyer is authorised to enter and retake possession of the Goods and sell them
without being liable in any way to the Buyer. Furthermore, the Buyer shall indemnify the
Seller for all costs (including legal costs), claims by third parties or whatsoever in retaking
possession and selling the Goods. iii) The Seller may by notice in writing suspend or
terminate the Credit Account.
f) Notwithstanding the foregoing, the Seller shall be entitled at any time in its sole discretion
and without notice to the Buyer to suspend or terminate any credit account with the Buyer
and the Buyer shall forthwith deliver the Goods to the Seller at its place of business or at
such other place as shall be agreed upon.
- Product Warranties:
The Seller warrants all goods to be free from defect and, unless stated otherwise, such
warranty shall be for a period of 12 months from date of purchase. The Seller shall, at its
option, repair or replace any defective goods provided that the goods have not been subjected to improper use and that the claim is within the provisions of the warranty applicable to the respective products. Proof of date of purchase may be requested by the Seller to support any warranty claim. The Specifications of all products are approximate and are subject to change without notice.
- Returns: The Seller will not accept the return of goods already invoiced unless any such
return is arranged in advance. Where the Seller accepts returned goods a 20% restocking
fee may be levied. Approval for credit returns must be requested on the Seller’s Return
Authority (RA) form within 14 days of receiving the goods. Approval for credit is at the
Seller’s exclusive discretion and any goods approved for return must be:
-Returned to the Seller within 7 days of receiving RA approval; -Returned free into the
Seller’s store with all costs including the original shipping costs to the Buyer being payable
by the Buyer; -In “as new” condition in the manufacturer’s original container, unsoiled and
undamaged.
No credit will be issued for: -Goods received without an approved RA. -Goods returned more
than 30 days from the invoice date. -No cash refund will be given for goods returned and
accepted by the Seller but a credit will be applied against the buyers account. - Errors and Omissions:
The Seller shall not be liable for any errors or omissions or for incidental or consequential
damages arising from the supply or use of any Goods supplied by the Seller. - Exclusions of Liability:
To the maximum extent permitted by law, the Seller shall not be liable for lost profits, loss of
goodwill or any incidental or consequential damages. Further the Buyer agrees that in no
case shall the liability of the Seller exceed the purchase price of the goods giving rise to any
liability. - Privacy Act The Buyer consents to the Seller making inquiries of third parties with regard
to the Buyers credit worthiness and receiving and disclosing information in respect of the
Buyer to such third parties as deemed appropriate by the Seller.
BUYERS ACKNOWLEDGEMENT - The above-named applicant (“the Buyer”) accepts the Terms and Conditions of Sale
(including any Special Conditions of Sale) as set out in the continuation of this form. - The Buyer acknowledges that, on signing this agreement, it grants ULTRA IT LIMITED
(“the Seller”) a security interest over all of the Buyer’s present and after acquired Goods
supplied by the Seller and which secures payment by the Buyer of all amounts from time to
time owing by the Buyer to the Seller in respect of this agreement and any other agreements
between the Buyer and the Seller, including any future advances. - The Buyer agrees that the Seller may register a financing statement in respect of the
security interest hereby created on the Personal Property Securities Register. - Notwithstanding any other term of this agreement, the Seller may withhold possession of
the Goods from the Buyer until such time as the Seller is satisfied with the creditworthiness
of the Buyer and the Seller perfects its security interest in accordance with the Personal
Property Securities Act 1999 (PPSA)