Terms & Conditions
TERMS AND CONDITIONS OF SALE
DEFINITION In these terms and conditions: “AXE” refers to AXE Packaging & Design. “Goods” means all the products and services agreed to be supplied by AXE to the Buyer under any contract, arrangement or understanding between AXE and the Buyer; “Buyer” means the person to whom any quotation is made, and any person offering to contract with AXE on the terms and conditions and any person who purchases Goods from AXE; “Contract” means any contract for the sale or supply of Goods entered into between AXE and the Buyer; “AXE” means all related corporations or assigns. “Quote date” means the date of delivery as agreed between the Buyers and AXE.
1) THESE TERMS AND CONDITIONS SHALL:
a) Unless AXE otherwise agrees in writing, be the only terms and conditions of sale to which AXE agrees to supply its Goods;
b) Supersede and exclude all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of Goods including, but not limited to, those related to the performance of the Goods or the results that ought to be expected from using the Goods.
2) AXE LIABILITY
a) AXE’s under this Agreement is limited to:
i) The replacement of Goods or the supply of equivalent Goods;
ii) The repair of Goods or payment of the cost of having the Goods repaired; or
iii) The refund of the price paid by the Buyer for the Goods;
iv) The extent of AXE’s product and public liability policies of insurance.
b) The Buyer will examine the Goods for defects and shall notify AXE of any defects in writing within 7 days of delivery. If the Buyer does not notify AXE within 7 days of delivery the Buyer shall be deemed to have accepted the Goods whereupon AXE shall have no liability to the Buyer.
c) To the extent the law permits and notwithstanding any other clause of these terms and conditions, AXE excludes all liability whatsoever to the Buyer arising out of or in any way connected with any consequential or indirect losses of any kind however arising and whether caused by breach of statute, breach of contract, negligence or other tort.
d) Consequential or indirect losses will be taken to include but not limited to:
i) Any loss to income, profit or business;
ii) Any loss in the nature of overhead costs; and
iii) Any loss of reputation.
AXE will make all reasonable efforts to have Goods delivered to the Buyer on the date agreed between the parties as at the Quoted date, but AXE Packaging shall not be liable for any failure to deliver or delay delivery for any reason.
4) QUANTITY OF GOODS
a) Where the order value is less than the minimum amount of $200.00 AUD then a surcharge may apply in the sole discretion of AXE;
b) If the total purchases are less than $5,000 per annum the account may be closed and serviced on a payment prior to despatch basis.
c) Orders placed on unique items or non stock items are to be supplied as per quantities run at time of production + /- 10% of the total agreed quantity ordered, by both AXE and customer.
a) Unless otherwise agreed in writing, all risk in and to the Goods purchased shall pass to the Buyer upon delivery to the Buyer or his agent or to a carrier commissioned by the Buyer.
b) Without in anyway limiting the operation of the foregoing, upon delivery of the Goods to the Buyer or his agent or to a carrier commissioned by the Buyer, the Buyer covenants and warrants to AXE that, in the storage and handling of the Goods, the Buyer and his agent and carriers shall comply with all relevant environmental laws and regulations, and do comply with all necessary and/ or relevant permits or licences pertaining to the storing and handling of the Goods, and the Buyer shall ensure that the Buyer and his agent and carriers are familiar with and adhere to all necessary and appropriate precautions and safety measures relating to the storing and handling of the Goods.
a) Title in and to the Goods shall not pass to the Buyer until payment in full for all Goods is made
b) The Buyer acknowledges that until title in and to the Goods passes to the Buyer in accordance with this clause, the Buyer holds the Goods as trustee for AXE and that a fiduciary relationship exits between the Buyer and AXE in relation to Goods held in trust by the Buyer for AXE.
c) Until title in and to the Goods passes to the Buyer in accordance with this clause the Buyer shall store the Goods separately and in such a manner that they are clearly identified as the property of AXE. AXE shall be entitled at any time until title in and to the Goods passes to the Buyer to demand the return of the Goods and shall be entitled without notice to the Buyer and without liability to the Buyer have the right to enter any premises occupied by the Buyer in order to search for and remove the Goods.
d) The Buyer acknowledges that if it sells the Goods before title in and to the Goods has passed to the Buyer in accordance with this clause, it sells the Goods as a trustee for AXE provided that such sales shall not give rise to any obligations on the part of AXE and the Buyer shall hold the proceeds of sale on trust for AXE in a separate account and account to AXE forthwith. The Buyer will forthwith notify AXE of any insolvency event being the appointment of an administrator, trustee or any liquidator.
Unless otherwise agreed in writing, the price charged for the Goods shall be the price as determined by AXE at the date of delivery. Any price indications or price lists are subject to alteration in accordance with the price ruling at that date.
8) FORCE MAJEURE
Deliveries may be totally or partially suspended by AXE during any period which AXE may be prevented or hindered from manufacture, delivery or supply through any circumstances outside AXE’s reasonable control, including but not limited to strikes, lockouts, or other labour difficulty, inability to obtain any necessary materials, equipment, facilities, services, power or water shortage, accidents or breakdowns of plant, machinery, software, hardware or communication network. AXE shall not incur any liability to the Buyer in respect of such suspension.
9) PAYMENT AND CREDIT
Payments for Products supplied by AXE to the Customer shall become due and payable on the date of delivery or dispatch unless otherwise specified in AXE invoice. Payments must be in cash or any other form acceptable to AXE from the due date until payment is full is received. Any legal or other costs incurred by AXE in recovering amounts owed by the Customer to AXE must be paid by the
Customer. AXE in it’s absolute discretion, may refuse to proceed with any contract at any time, or refuse to extend credit, if the Customer’s credit is or becomes unsatisfactory to AXE. The Buyer:
a) acknowledges that if it defaults or is late in making payments under the Contract terms, the full amount owing becomes immediately due and payable, and credit facilities may be withdrawn at any time without prior notice;
b) agrees to pay upon demand all costs, fees and charges incurred by AXE in recovering any monies due to AXE pursuant to this Application;
c) agrees that an account service fee of 1.5% per month may be charged on all purchases exceeding the agreed terms of trade.
d) These provisions are essential terms hereof.
10) CLAIMS AND RETURNS
The Customer will be deemed to have accepted the Goods unless AXE receives a claim in writing as to any defects, damage, shortage, non conformity with the contract within 7 days from the date of delivery. The claim must include a copy of the carrier’s receipt clearly endorsed with details of any alleged shortage or damage. Returns will not be accepted without the prior written approval of AXE. AXE reserves the right to reduce the credit for any return by 15%of the original invoiced price as a handling / restocking fee.
Unless otherwise agreed to in writing all pallets on which Goods are delivered remain the property of AXE and must be returned to AXE at the Buyers expense in good order and condition to the factory or store of AXE from which they were delivered. Pallets will be deemed to be the Buyers possession until received at such factory or store. To the extent the law permits, all risks whatsoever associated with the pallets vests in the Buyer and the Buyer agrees to indemnify AXE in respect or pallets that are not returned in good order and condition to AXE within one month of delivery of the Goods.
If any provisions of these Terms and Conditions or this Application to any person or circumstances is or becomes invalid, illegal or unenforceable the provision shall so far as possible to read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. It any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of these terms and conditions shall not in any way be affected of impaired.
13) APPLICABLE LAW
This contract shall be deemed to have been made in the State of New South Wales, and shall be governed by the laws of New South Wales.
14) TRANSACTION TAX
Where a transaction tax, including a Goods and Service Tax “GST” and any transaction taxes that come into existence after the date of these terms and conditions, applies to any supply made under these terms and conditions, AXE may recover from the Buyer an additional amount on account of that transaction tax in accordance with clause 10.