TRADING TERMS
WIRRPANDA SUPPLIES PTY LTD PTY LTD (ABN 50 672 225 044)

The following Trading Terms & Conditions (Trade Terms) pertain to the sale and delivery of products from Wirrpanda Supplies Pty Ltd:

For the purposes of these Trade Terms, a reference to "goods" denotes the products, merchandise, or stock sold or delivered by Wirrpanda Supplies Pty Ltd to the customer.

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1. SUPPLY ON CREDIT

Wirrpanda Supplies Pty Ltd Approval Required

• Wirrpanda Supplies Pty Ltd will only consider offering credit terms once a completed official Wirrpanda Supplies Pty Ltd Application for Retail Trading Account & Acknowledgment of Trade Terms has been completed and approved by Wirrpanda Supplies Pty Ltd (“Application”).

• Approval is based on the nominated retail outlet. Any subsequent store locations must also be approved by Wirrpanda Supplies Pty Ltd in writing before Wirrpanda Supplies Pty Ltd products can be distributed from another outlet (See Distribution Clause).

• Credit Supply Terms:

• Terms of payment are strictly net 30 days. Wirrpanda Supplies Pty Ltd reserves the right not to supply goods to customers with accounts in arrears.

• Trading discounts and conditions may be offered to selected customers, and are negotiated between Wirrpanda Supplies Pty Ltd and the customer and subsequently confirmed in writing.

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2.  CANCELLATION OF RETAIL TRADING ACCOUNT:

An account will be suspended (placed on Stop Supply) if not paid within 30 days of statement date.

• Accounts on Stop Supply will be subject to:

  • Cancellation of current month order held, within 5 working days following Stop Supply determination by Wirrpanda Supplies Pty Ltd.

  • Non processing of any Indent or other Order.

  • Legal action to recoup the loss and damage and costs on a solicitor and own client basis. Any legal action will automatically invoke permanent closure of the account.

• It will be the right of Wirrpanda Supplies Pty Ltd to close or permanently close any credit facilities provided to the customer.

• An account may be subject to closure if:

  • Payment is not received by Wirrpanda Supplies Pty Ltd in accordance with these Trade Terms.

  • Any of these Trade Terms are not observed.

  • If the customer sells or offers to sell any counterfeit Wirrpanda Supplies Pty Ltd products.

• Wirrpanda Supplies Pty Ltd will not be liable to any party for any loss or damage which may result directly or indirectly from the closure of the account.

• Should an account be closed, Wirrpanda Supplies Pty Ltd reserves the right to immediately reclaim any advertising or point of sale material incorporating Wirrpanda Supplies Pty Ltd trade marks or its other intellectual property previously supplied to the customer. For the purpose of exercising and giving effect to such right Wirrpanda Supplies Pty Ltd will be entitled to:

  • Demand that the customer immediately deliver such materials to Wirrpanda Supplies Pty Ltd and the customer must comply with any such demand; and

  • As the customer’s agent (and pursuant to an irrevocable licence granted by the customer) Wirrpanda Supplies Pty Ltd, its servants or agents, may enter any premises occupied by the customer where any materials are being stored and remove them, without being responsible for any damage caused. The customer must indemnify Wirrpanda Supplies Pty Ltd, its servants and agents against any claim or costs arising from such action.

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Overdue Accounts:

• A service charge of up to 2% above the National Australia Bank limited reference lending rate calculated from the due date until the invoice is paid in full

• All interest charges on overdue accounts are at the discretion of Wirrpanda Supplies Pty Ltd.

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3.  DISTRIBUTION OF WIRRPANDA SUPPLIES PTY LTD PRODUCT

• Orders are accepted only on the basis that:

• The goods may only be resold to consumers at retail level and may not be resold at wholesale level or to any other party or trader that is known or suspected to be purchasing for resale; and

• The goods may only be resold to consumers or displayed at the individual retail store or stores of the customer at the location(s) specified in writing to Wirrpanda Supplies Pty Ltd at the time the account is approved for opening, or as later approved by Wirrpanda Supplies Pty Ltd, displayed for sale, or in any other way used at any other retail store or stores of that customer without the prior written consent of Wirrpanda Supplies Pty Ltd, which consent may be withheld at the sole discretion of Wirrpanda Supplies Pty Ltd.

• Customers that on sell or supply to non approved outlets or parties will be subject to immediate and permanent closure of account facilities.

• Sale of Wirrpanda Supplies Pty Ltd product by mail order or internet is prohibited unless prior written consent is provided by Wirrpanda Supplies Pty Ltd.

4.  ACCEPTANCE OF ORDERS

• All orders will be deemed to be accepted by Wirrpanda Supplies Pty Ltd after the expiration of 30 days from receipt of order, subject to availability.

• No custom product orders can be cancelled, adjusted or transferred.

• Order delivery may only be deferred for one (1) month and thereafter, the Order is non deferrable and noncancellable

• Any cancellations or adjustment requests must be confirmed in writing, no less than 35 days prior to delivery date, to your Wirrpanda Supplies Pty Ltd Customer Service Department for approval.

• Despite anything to the contrary contained in these Trade Terms, in respect to indent orders, no order can be cancelled after 30 days from the date of the order and/or cannot be cancelled once the indent order has been placed by Wirrpanda Supplies Pty Ltd with its manufacturer/s.

• The customer acknowledges and agrees that placing an order with Wirrpanda Supplies Pty Ltd will constitute acceptance of these Trade Terms regardless of whether or not the customer has signed the Application.

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5.  PRICES

• Prices are subject to change without notice and goods will be invoiced at the price ruling at the date of dispatch.

• Any reference to retail prices are recommendations only and there is no obligation to comply with the recommended price.

• Wirrpanda Supplies Pty Ltd reserves the right to increase indent pricing if the exchange rate (A$-US$) at invoice price has moved more than 5 (decimal) points of the rate ruling at the date the indent order was dispatched. The customer agrees to pay such increase within the normal Trade Terms.

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6.  RETURNS

• All returns including defective goods must have an approved return authorised number from Wirrpanda Supplies Pty Ltd before being returned.

• Unauthorised returns will be refused and not accepted and will be returned to the customer at the customer’s expense.

• Any shortages or claims for the wrong goods or faulty goods must be reported within 7 days from receipt of goods.

• Customers must return goods only by Wirrpanda Supplies Pty Ltd nominated carrier/s, otherwise any freight charges will not be paid by Wirrpanda Supplies Pty Ltd and must be paid by the customer.

• All price stickers or other labelling must be removed by the Customer failing which the returns will not be accepted and will be sent back to the customer at the customer’s expense.

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7.  CLAIMS (NO RETURN OF GOODS)

• The customer must advise Wirrpanda Supplies Pty Ltd in writing of any claim for Short Delivery (where product is short delivered within the carton/s to the

• invoiced quantity) within 7 days from the invoice date/statement date.

• The customer must advise Wirrpanda Supplies Pty Ltd in writing of any claim for Non Delivery (when a full or partial consignment has not been delivered in the invoiced quantity) within 14 days from the invoice/statement date.

• The customer must advise Wirrpanda Supplies Pty Ltd in writing of any claim for Incorrect Pricing (relating to either price, freight or surcharge) within 14 days from the invoice date/statement date.

• Any claims must be fully documented quoting the respective Wirrpanda Supplies Pty Ltd invoice and order number, and be forwarded to the Wirrpanda Supplies Pty Ltd Customer Service Department.

• All claims will be subject to investigation before a decision is made. Any rejections by Wirrpanda Supplies Pty Ltd will be notified in writing.

• Any credit notes generated by Wirrpanda Supplies Pty Ltd relating to No Return Of Product claims will reflect the appropriate GST component.

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8.  RISK AND TITLE

• Wirrpanda Supplies Pty Ltd retains ownership of, or title in, all goods supplied by it and reserves the right to dispose of the goods until such time as payment in full is made for all amounts owing by the customer to Wirrpanda Supplies Pty Ltd under these Trade Terms is discharged.

• The risk in all goods sold or supplied under these Trade Terms passes to the customer on delivery to the customer or collection by the customer’s agent or to a carrier commissioned by the customer.

• Upon receipt or delivery of the goods, the customer must ensure that the goods are insured until Wirrpanda Supplies Pty Ltd has been paid in full under these Trade Terms (and provide proof of such insurance cover immediately upon request by Wirrpanda Supplies Pty Ltd to do so).

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9.  SECURITY INTEREST

9.1 

• For value received or to be received the customer grants to Wirrpanda Supplies Pty Ltd a security interest in all goods supplied or any after-acquired goods (inventory) and their proceeds. The security interest secures the due and punctual payment of all moneys payable under these Trade Terms. Any account arising by virtue of a sale of any goods supplied takes effect as a transfer.

• The security interest created by these Trade Terms is a continuing security and is a first ranking purchase money security interest in respect of the goods as inventory.

• These Trade Terms shall take effect from the earlier of:

  • the date of the customer signing of the Application; or

  • from the time when a customer places an order with Wirrpanda Supplies Pty Ltd.

• These Trade Terms are a security interest and are a security agreement within the meaning of the Act.

• The customer acknowledges and agrees that placing an order with Wirrpanda Supplies Pty Ltd will constitute acceptance of these Trade Terms and will create a binding security agreement between the customer and Wirrpanda Supplies Pty Ltd ABN 50 672 225 044 Cleaning Supplier (Aust) on the terms and conditions of these Trade Terms.

• The customer agrees that Wirrpanda Supplies Pty Ltd may register a financing statement including any financing change statement on the register.

• The customer waives its rights to receive a copy of any verification statement in respect of the security interest provided for by these Trade Terms.

• The customer agrees to immediately reimburse Wirrpanda Supplies Pty Ltd for all costs (including legal costs), expenses and other charges incurred, expended or payable by Wirrpanda Supplies Pty Ltd in relation to the filing of a financing statement, or a financing change statement or releasing the security interest created by these Trade Terms.

  • The customer acknowledges that it is not the owner of the goods and as such if chapter 4 of the Act applies to these Trade Terms, Wirrpanda Supplies Pty Ltd and the customer contract out of the enforcement provisions in section 115(1) of the Act.

• The customer irrevocably authorises Wirrpanda Supplies Pty Ltd and any of its lawful agents, at any reasonable time, to enter into its premises or any premises occupied by the customer and re-take any goods sold supplied under these Trade Terms and then re-sell those goods and retain the proceeds of the sale without prejudice to its rights to claim the balance of all moneys due under these Trade Terms. The customer indemnifies and agrees to keep Wirrpanda Supplies Pty Ltd indemnified in respect of any such entry.

• The provisions of this clause survive the termination of these Trade Terms and shall carry on for the benefit of Wirrpanda Supplies Pty Ltd.

• For the purposes of this clause:

• Act meaning the Personal Property Securities Act 2009 (Cth).

• Account, financing statement, financing change statement; inventory, proceeds, purchase money security interest, register, security interest and verification statement have the meanings given to them in the Act.

9.2       

Despite clause 9.1, the customer may sell the goods to a third party in the ordinary course of its business of selling goods of the kind supplied by Wirrpanda Supplies Pty Ltd and deliver them to that party provided that:

• where the customer is paid by the third party and Wirrpanda Supplies Pty Ltd has not been paid by the customer for the goods pursuant to these Trade Terms, the customer holds the whole of the proceeds of sale on trust for Wirrpanda Supplies Pty Ltd and must pay such proceeds into a special bank account into which no other moneys other than proceeds of sale by the customer of Wirrpanda Supplies Pty Ltd goods are be deposited and which shall incorporate as part of the title of the account “Proceeds of sale of Wirrpanda Supplies Pty Ltd goods”;

• where the customer is not paid by that third party, and Wirrpanda Supplies Pty Ltd has not been paid by the customer for those goods the customer agrees, at the option of Wirrpanda Supplies Pty Ltd, that Wirrpanda Supplies Pty Ltd may collect that account on giving the customer notice in writing to that effect. Wirrpanda Supplies Pty Ltd shall be entitled to issue proceedings in the name of the customer against the third party for recovery of that account for the benefit of Wirrpanda Supplies Pty Ltd; and

• The customer shall keep full and complete records of goods it has purchased from Wirrpanda Supplies Pty Ltd including details of the date, price and identity of the goods.

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10.  ATTORNEY

• For the purpose of giving effect to clause 10, the customer irrevocably appoints Wirrpanda Supplies Pty Ltd as its attorney to act and sign any necessary documentation.

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11.  TRUSTEE

• If the customer acts in the capacity as Trustee of any Trust, the customer acknowledges and agrees that it enters into these Trade Terms in its own right and in its capacity as Trustee of any such trust and that the rights of indemnity available to the Trustee will not be abrogated.

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12.  GUARANTEE

• Where the customer is a corporation, it must ensure that all directors named in this Application or any person who is or becomes a director of the customer signs a personal guarantee of the customer’s obligations under these Trade Terms. The failure of any director to sign a guarantee will not operate as a release of any director who signs a guarantee.

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13.  WAIVER

• Subject to any express consent in writing of the parties, no waiver, delay, omission, relaxation, indulgence or forbearance on the part of any party in respect of any right or power conferred upon such party by these Trade Terms shall operate as a waiver of such power or right, nor shall any single or partial exercise of any such power or right preclude such party or future exercise of such power or right, or the exercise of any other power or right under these Trade Terms.

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14.  PAYMENTS

The customer must make all payments under these Trade Terms without set off, counter claim or other deduction (except any compulsory deduction for taxation).

15.  VARIATION

Wirrpanda Supplies Pty Ltd shall have the right upon 30 days notice to the customer to vary all trading terms herein. Such variations shall thereafter apply to all subsequent orders placed by the retailer.

16.  LIMITATION OF LIABILITY

Despite Clauses 25 and 26, to the extent permitted by law, Wirrpanda Supplies Pty Ltd assumes no liability whatsoever for any consequential loss, including damage or loss arising from or as a consequence of either late delivery, mis-delivery or non-delivery of goods or any other act or default on the part of Wirrpanda Supplies Pty Ltd or of any servant, agent or contractor of Wirrpanda Supplies Pty Ltd in relation to these Trade Terms unless the same occurs because of the wilful act or default or negligence of Wirrpanda Supplies Pty Ltd, its servants, agents or contractors in which case liability is limited to the payment of the cost of having the goods or services supplied again

17.  CLERICAL ERRORS

Clerical errors are subject to correction without notification.

18.  SEVERANCE

Any provision of these Trade Terms that is prohibited, void, voidable or unenforceable in any jurisdiction for any reason does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction. Any provision that is prohibited is only ineffective to the extent of that prohibition.

19.  NOTICES

Any notice or other communication under this Trade Terms must be given in writing and shall be delivered by personal delivery, by pre paid post or by facsimile, addressed to the party to whom such notice or communication is directed at such party’s place of business or facsimile contact details as notified by that party.

20.  ASSIGNMENT

These Trade Terms are personal to the customer and the customer must not assign or transfer any of its rights or sub contract any of its obligations under them.

21.  FORCE MAJEURE

Neither party shall be deemed to be in breach of these Trade Terms by reason of delay or failure in performing obligations (other than payment obligations), if the delay or failure was due to an act of force majeure or otherwise beyond that party’s control.

22.  LAW AND JURISDICTION

These Trade Terms are governed by the laws of Victoria. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there, and waives any right to claim that those courts are an inconvenient forum.