Glen Verran Pastoral
TERMS AND CONDITIONS OF QUOTATION AND SALE - 2003
These are the terms and conditions upon which all Sellers (as named in
section 1.1(k)(i) below) or as agents for Sellers sell and quote for the
sale of goods.
1. DEFINITIONS AND INTERPRETATION
In these terms and conditions, unless the context otherwise requires:
(a) "Application" in relation to a Buyer means the Thirty Day
Commercial Credit Account Application signed by the Buyer, which refers
to these terms and conditions.
(b) "Buyer" means the Person named in the relevant Sales Invoice
(c) "GST" means the goods and services tax as imposed by the
GST Law together with any related interest, penalties, fines or other
(d) "GST Amount" means any Payment (or the relevant part of
that Payment) multiplied by the appropriate rate of GST.
(e) "GST Law" has the meaning given to that term in A New Tax
System (Goods and Services TAX) Act 1999, or, if that Act does not exist
for any reason, means any Act imposing or relating to the imposition or
administration of a goods and services tax in Australia and any regulation
made under that Act.
(f) "Payment" means any amount payable under or in connection
with a Quotation or Sales Invoice including any amount payable by way
of indemnity, reimbursement or otherwise (other than a GST Amount) and
includes the provision of any non-monetary consideration.
(g) "Person" includes an individual, the estate of an individual,
a body politic, a corporation, an association (incorporated or unincorporated)
and a statutory or other authority.
(h) "Purchase Price" means the price for the goods set out in
the relevant Quotation or Sales Invoice.
(i) "Quotation" means the form of quotation submitted by a Seller
to the Buyer in which these terms and conditions are deemed to be incorporated.
(j) "Sales Invoice" means the sales invoice issued by a Seller
to the Buyer in which these terms and conditions are or are deemed to
(k) "Seller" in relation to any Quotation or Sales Invoice means:
(i) except as set out in (ii) below, GLEN VERRAN PASTORAL SUPPLIES A.B.N.
15 432 165 311 is named in that Quotation or Sales Invoice as Seller;
(ii) if in a Quotation or Sales Invoice a company referred to in (i) above
is expressed to be acting as agent for a Person named in the Sales Invoice
or Quotation then the Seller is that Person and the Buyer acknowledges
that the Seller as named above acts only as the agent of that Person.
(l) "Tax Invoice" has the meaning given to that term by the
(m) "Taxable Supply" has the meaning given to that term by the
(a) Any special conditions specified on a Quotation or Sales Invoice shall,
to the extent they are inconsistent with these terms and conditions, take
precedence over these terms and conditions.
(b) Words importing the singular shall include the plural (and vice versa).
2. GOVERNING TERMS AND CONDITIONS
These are the only terms and conditions, which are binding upon a Seller
with the exception of those otherwise agreed in writing by the Seller
which are imposed by a statute and which cannot be excluded.
3. TERMS OF PAYMENT
Payment to the Buyer for goods delivered and accepted is due within 30
calendar days of the end of the month in which the goods are invoiced.
If the Buyer fails to make payment in accordance with this clause, all
amounts owing by the Buyer to the Seller named in the Sales Invoice or
any other Seller on any account shall immediately become due and payable.
Each outstanding amount shall bear interest of the rate of 10% per annum
calculated on a daily basis from the day it falls due until the day it
4. INSPECTION AND ACCEPTANCE
The Buyer shall inspect all goods upon delivery and shall within 48 hours
of delivery give notice to the Seller named in the relevant Sales Invoice
or of any matter or thing by which the Buyer alleges that the goods are
not in accordance with the Buyer's order. Failing such notice, subject
to any non-excludable condition implied by law, such as those in the Trade
Practices Act 1974 (Cth), the goods shall be deemed to have been delivered
to and accepted by the Buyer.
(a) Returns will be accepted for faulty or defective goods or any other
non-excludable obligations of the Seller set out in the Trade Practices
Act 1974 (Cth) or similar State and Territory legislation.
(b) Returns other than those referred to in (a) above, must be approved
by the Seller named in the relevant Sales Invoice. These authorised returns
must be freight prepaid and will only be accepted if they are in a saleable
condition. The Seller reserves the right to charge a handling fee equal
to 10% of the price of the goods returned under this provision. Products
specifically purchased, manufactured, machined or cut to size or to the
Buyer's specification are not returnable unless they are of the kind referred
to in (a) above.
(a) Unless previously withdrawn, a quotation is valid for 30 days or such
other period as stated in it. A quotation is not to be construed as an
obligation to sell but merely an invitation to treat and no contractual
relationship shall arise from it until the Buyer's order has been accepted
in writing by the Seller, which provided the Quotation.
(b) No Seller shall be bound by any conditions attaching to the Buyer's
order or acceptance of a Quotation and, unless such conditions are expressly
accepted by the relevant Seller in writing, the Buyer acknowledges that
such conditions are expressly negatived.
(c) Every Quotation is subject to and conditional upon obtaining any necessary
import, export or other licence.
The parties agree that:
(a) the Purchase Price is inclusive of GST;
(b) all other Payments have been calculated without regard to GST;
(c) each party will comply with its obligations under the Trade Practices
Act 1974 when calculating the amount of any Payment and the amount of
any relevant Payments will be adjusted accordingly;
(d) if the whole or any part of any Payment is the consideration for a
Taxable Supply (other than for payment of the Purchase Price) for which
the payee is liable to GST, the payer must pay to the payee an additional
amount equal to the GST Amount, either concurrently with that Payment
or as otherwise agreed in writing.
(e) any reference to a cost or expense in this Agreement excludes any
amount in respect of GST forming part of the relevant cost or expense
when incurred by the relevant party for which that party can claim an
Input Tax Credit; and the payee will provide to the payer a Tax Invoice.
8. PASSING OF PROPERTY AND RISK
(a) Goods supplied by a Seller to the Buyer shall be at the Buyer's risk
immediately upon deliver to the Buyer, into the Buyer's custody or at
the Buyer's direction (whichever happens first). The Buyer shall insure
the goods from the time of that delivery at its cost against such risks
as it thinks appropriate, shall note the interest of the Seller named
in the relevant Sales Invoice on the insurance policy and shall produce
a certificate to this effect to that Seller upon request.
(b) Property in the goods supplied by a Seller to the Buyer under these
terms and conditions shall not pass to the Buyer until those goods and
other goods have been paid for in full.
(c) Until the goods have been paid for in full:
(i) the Buyer shall store the goods in a manner which shows clearly that
they are the property of the Seller which supplied them; and
(ii) the Buyers may sell the goods, in the ordinary course of its business,
as agent for the Seller which supplied them and shall account to that
Seller for the proceeds of sale (including any proceeds from insurance
claims). These proceeds must be kept in a separate bank account.
(d) The Buyer irrevocably authorises each Seller at any time to enter
onto any premises upon which:
(i) the Seller's goods are stored to enable the Seller to:- inspect the
goods; and/or - if the Buyer has breached these terms and conditions,
reclaim the goods;
(ii) the Buyer's records pertaining to the goods are held to inspect and
copy such records.
(e) The Buyer and each Seller agree that the provisions of this clause
apply notwithstanding any arrangement under which that Seller grants credit
to the Buyer.
Each Seller reserves the right to suspend or discontinue the supply of
goods to the Buyer without being obliged to give any reason for its action
10. PART DELIVERIES
Each Seller reserves the right to make part deliveries of any order, and
each part delivery shall constitute a separate sale of goods upon these
terms and conditions. A part delivery of an order shall not invalidate
the balance of an order.
A Seller's Quotation or Sale Invoice is made on a supply only basis. Installation
and commissioning (if any) is at the expense of the Buyer unless otherwise
specified in writing by the relevant Seller.
12. DIMENSIONS, PERFORMANCE DATA AND OTHER DESCRIPTIVE DETAILS
(a)Photographs, drawings, illustrations, weights, dimensions and any other
particulars accompanying, associated with or given in a Quotation, descriptive
literature or a catalogue approximate the goods offered but may be subject
to alteration without notice.
(b)Any performance data provided by a Seller or a manufacturer is an estimate
only and should be construed accordingly.
(c)Unless agreed to the contrary in writing, each Seller reserves the
right to supply an alternative brand or substitute product when necessary.
13. SHIPMENT AND DELIVERY
(a)Upon acceptance of an order by a Seller that Seller will seek confirmation
of the period of shipment or delivery. If any variation has occurred in
the quoted period, that Seller will notify the Buyer. Unless the Buyer
objects in writing within 7 days of that notification to the Buyer, the
period of shipment or delivery notified to the Buyer will be the contractual
period for shipment or delivery.
(b)A delivery charge will apply to all deliveries with the exception of
back order deliveries which are part of an original order that has been
14. MANUFACTURERS' CHANGES
Where a Seller is acting as agent for a manufacturer or supplier, the
Seller shall not be liable for any alteration or variation in the goods
made by this manufacturer or the supplier.
Where goods are imported into Australia, any adverse variation in the
price arising from fluctuation in exchange rates between the date of the
Buyer's order and the date of payment by the relevant Seller will be to
the Buyer's account.
Any charge, duty, impost, sales tax or other expenditure which is not
applicable at the date of Quotation or Sales Invoice but which is subsequently
levied upon a Seller in relation to a Quotation or Sales Invoice as a
result of the introduction of any legislation, regulation or governmental
policy, shall be to the Buyer's account.
17. CHARGES BEYOND POINT OF DELIVERY QUOTED
Unless otherwise agreed in writing, if a Seller prepays freight, insurance,
custom and import duties (if any), landing and delivery charges and all
other charges in connection with shipment and delivery of the goods, then
any such charges shall be to the Buyer's account. Each Seller reserves
the right to nominate the means of delivery.
18. FORCE MAJEURE
If the performance or observance of any obligations of any Seller is prevented,
restricted or affected by reason of a force majeure event including strike,
lock out, industrial dispute, raw material shortage, breakdown of plant,
transport or equipment or any other cause beyond the reasonable control
of the Seller, the Seller may, in its absolute discretion give prompt
notice of that cause to the Buyer. On deliver of that notice the Seller
is excused from such performance or observance to the extent of the relevant
prevention, restriction of affection.
19. DEFAULT OF BUYER
If these terms and conditions are not strictly observed by the Buyer,
a Seller may in its absolute discretion, refuse to supply to the Buyer
and the Seller shall not be liable to the Buyer for any loss or damage
the Buyer may sustain as a result of such refusal.
The costs of collection of any moneys are due and payable by the Buyer,
including the fees of any mercantile agent or lawyer engaged by a Seller
shall be payable by the Buyer.
20. BUYER'S CANCELLATION
Unless otherwise agreed in writing, the Buyer shall have no right to cancel
an order which has been accepted by a Seller. If a right of cancellation
is expressly reserved to the Buyer, such right of cancellation must be
exercised by notice in writing from the Buyer to the Seller with which
the order has been placed not later than 7 days prior to the estimated
date of shipment by the manufacturer or that Seller as the case may be.
Unless otherwise agreed between the Buyer and that Seller, upon cancellation
prior to shipment any deposit paid by the Buyer shall be forfeited to
the manufacturer or that Seller (as the case may be).
21. WARRANTY AND LIABILITY OF SELLER
(a)The Seller makes no express warranties under this Agreement except
that to the extent that the goods supplied are covered by the manufacturer's
warranty, the Seller will pass on to the Buyer the benefit of the manufacturer's
(b)Upon discovery of any defect in the goods supplied by a Seller the
Buyer shall immediately notify that Seller in writing. The Buyer shall
not carry out any remedial work to allegedly defective goods without first
obtaining the written consent of that Seller to do so.
(c)The Seller does not exclude or limit application of any provision of
any statute (including the Trade Practices Act (Cth)) where to do so would
contravene that statute or cause any part of this clause to be void.
(d)The Seller excludes all conditions, warranties and terms, whether expressed
or implied by law or otherwise in respect of the goods which may apart
from this clause be binding upon the Seller, except any implied conditions
and warranties the exclusion of which would contravene any statute or
cause this clause to be void.
(e)To the extent permitted by statute, the liability, if any, of the Seller
arising from the breach of any implied conditions or warranties in relation
to the supply of goods other than goods of a kind ordinarily acquired
for personal, domestic or household use or consumption, shall at the Seller's
option be limited to:
(i)the replacement of the goods or resupply of the goods by the Seller;
(ii)the repair of the goods;
(iii) the payment of the cost of replacement of the goods; or (iv) the
payment of the cost of repair of the goods.
(f)The Seller excludes all liability to the Buyer in negligence for acts
or omissions of the Seller, its employees, agents and contractors and
all liability to the Buyer in contract for consequential or indirect loss
or damages, arising out of or in connection with this Agreement.
(g)The Buyer expressly acknowledges and agrees that it has not relied
upon, any advice given by a Seller, its agents or employees in relation
to the suitability for any purpose of goods or materials supplied by a
22. ALTERATION TO CONDITIONS
A Seller may, at any time and from time to time, alter these terms and
23. VIENNA SALES CONVENTION
The United Nations Convention on Contracts for the International Sale
of Goods (Vienna 1980) known as the Vienna Sales Convention does not apply
to the contract comprised by these terms and conditions nor do any of
the terms and conditions express or implied by the Vienna Sales Convention
form part of the contract.
24. GOVERNING LAW
These terms and conditions and any contract including them shall be governed
by and construed in accordance with the laws of the State of South Australia
and the Seller and the Buyer submit to the non-exclusive jurisdiction
of the Courts of South Australia.