ALITA SALES TERMS AND CONDITIONS
These terms and conditions (“Terms and Conditions”) apply to the customer who signs the application to which these Terms and Conditions are attached or who orders Goods from Alita. These Terms and Conditions, together with any quote, order and tax invoice or agreed document in relation to the supply of Goods by Alita Sales Pty Limited ACN 637 831 201 (“Alita”) to the Customer, shall constitute the entire agreement between Alita and the Customer.
- In these Terms and Conditions:
- “Fees” means the price for the Goods delivered to the Customer, being the standard price set for the Goods by Alita at the time of ordering;
- “Goods” means the goods that Alita supplies, or is to supply, the Customer in the course of its business.
- “GST Act” means the Act entitled A New Tax System (Goods and Services Tax) Act 1999.
- “GST Law” includes the GST Act.
- “Related Body Corporate” has the meaning given to that term in the Corporations Act 2001 (“Cth”).
- ORDERING, DELIVERY & PAYMENT
- The Customer may order the Goods only in the manner(s) agreed to by Alita from time to time.
- Orders once received by Alita from the Customer are irrevocable unless Alita otherwise agrees in writing on an order-by-order basis.
- Unless Alita gives notice to a Customer that it is to pay delivery costs prior to acceptance of an order (usually in cases where Customers are located in remote areas), Alita shall deliver the ordered Goods to the Customer at Alita’s cost. All risk in the ordered Goods passes to the Customer upon delivery of the Goods to the Customer.
- In consideration for the Goods supplied by Alita to the Customer, the Customer shall pay the Fees to Alita.
- The Customer must pay Alita the Fees for any Goods supplied by Alita on a cash-on-delivery basis, unless clause 3 applies.
- SUPPLY OF GOODS ON CREDIT
- This clause 3 applies in the event that Alita agrees in writing to supply Goods on credit to the Customer.
- Alita shall issue a statement to the Customer at the end of each month in respect of goods delivered during that month (“Statement”).
- The Customer must pay the Fees to Alita set out in the Statement by the last of the month which immediately follows the month to which the Statement relates (“the Due Date”).
- If the Customer has not paid all outstanding Fees in full within two (2) weeks after the Due Date, then without limiting any right of Alita, Alita may place the Customer’s account with Alita on stop supply.
- Alita may, in its sole discretion:
- impose a monetary limit of credit to be given to the Customer; and
- revoke its agreement to supply Goods on credit to the Customer.
- Any consideration or payment obligation in these Terms and Conditions, any Quote, any tax invoice or any list of Fees is exclusive of GST unless stated otherwise.
- If a Supply made under or in connection with these terms is a Taxable Supply for which consideration is a payment of money:
- the consideration for the Supply is increase by an additional amount equal to the amount of that consideration multiplied by the relevant GST rate; and
- the additional amount under subclause (a) is payable upon receipt of a Tax Invoice in a form which complied with the GST Law at the time of payment.
- The Customer must be, and warrants that it is, registered for GST.
- Defined terms in this clause 4 have the same meaning as in the GST Law.
- CREDIT CLAIMS AND RETURNS
- Alita may accept the return of Goods which: (a) were incorrectly delivered; (b) were damaged prior to risk passing to the Customer; (c) are defective and the manufacturer agrees to replace or re-supply the Goods or provide a refund for the Goods (“Irregular Goods”).
- All claims relating to Irregular Goods should be communicated to Alita within 2 days of receipt by the Customer.
- Without limiting Alita’s rights, the Customer acknowledges and agrees that:
- Alita need not consider any claim relating to the Irregular Goods unless the Customer specifies the invoice number relating to the Irregular Goods;
- Alita may require the Customer to return the Irregular Goods before accepting a claim in relation to the Irregular Goods;
- Alita will not accept any returns of Irregular Goods unless Alita has approved the return of those Goods;
- No returns will be accepted for Irregular Goods purchased more than 30 days prior to the Customer making a claim in relation to the Irregular Goods.
- Alita shall not accept returns of any Goods that:
- are not in saleable condition;
- are shop-soiled;
- are not in their original packaging; or
- have been opened by the Customer or any other person, including consumers,
unless there is a manufacturer fault.
- Alita is not liable for any damage caused to the Goods after delivery to the Customer or for any claim arising out of misuse of the Goods;
- All approved credit notes will be processed when, at the option of Alita, the Goods have been returned to Alita or sufficient evidence of the problem with the Irregular Goods has been provided to Alita’s satisfaction;
- Alita does not supply Goods on a sale-or-return basis and will not accept a claim due to a change of mind.
- Where Alita approves a refund in relation to a Good, to the extent permitted by law, it will give that refund by applying an equivalent credit to the Customer’s next purchase of Goods from Alita.
- The Customer is responsible for Goods lost or damaged in transit during return to Alita or the manufacturer.
- To make or discuss a claim, please call Customer Service on 1300 769 355 or email [email protected] Alita Sales Customer Service will take your details, consider your claim and, if applicable, give you a RETURN AUTHORISATION (RA) Number and the reply paid address.
- If Alita approves the Irregular Goods for return, the Customer shall at its cost:
- package the Goods in a box with a copy of the invoice and any relevant details;
- place the reply paid address on the box with the RA number on the top right hand corner; and
- arrange for the box to be posted to us from any Australia Post Office.
- LIMITATION OF LIABILITY AND INDMENITY
- All implied conditions and warranties, except those which by law cannot be excluded or modified, are excluded.
- To the extent permitted by law, liability for breach of any implied condition or warranty will be limited to any one of the following as determined by Alita:
- the replacement of the Goods;
- the repair of the Goods of the Goods; or
- the refund of the cost of the Goods.
- To the extent permitted by law and regardless of any other provision in these Terms and Conditions, Alita and its officers will not be liable for any consequential or indirect loss or damage, economic loss, loss of contract, loss of profit or revenue, loss of production, production stoppage or loss of data.
- The exclusion or limitation of liability contained in this clause 6 applies whether the liability claim is based on breach of contract, tort (including negligence), under an indemnity, under statute, in equity or otherwise.
- The Customer indemnifies and holds Alita, any Related Body Corporate of Alita and their respective personnel (including employees, contractors and officers) (“Indemnified Parties”) harmless from and against any and all claims, judgments, liabilities, damages, losses, costs or expenses, including fees, suffered by the Indemnified Parties arising out of any breach by the Customer of these Terms and Conditions or any tax invoice issued by Alita, except to the extent the Indemnified Parties caused or contributed to the loss.
- Alita may immediately terminate the agreement to supply the Goods to the Customer by written notice to the Customer if:
- the Customer breaches these Terms and Conditions; or
- the Customer commits an act of bankruptcy or insolvency or enters into external administration or has a receiver appointed (to the extent permitted by law).
- The Customer may terminate the agreement to supply the Goods to the Customer on one (1) month’s written notice to the Customer for any reason.
- Upon termination of the agreement to supply the Goods to the Customer, all amounts owing by the Customer to Alita then unpaid, whether or not due, including all Fees and other costs, shall immediately become due and payable.
- RETENTION OF TITLE
- Ownership of, and title in, the Goods supplied by Alita to the Customer at any time (“Supplied Goods”) will not pass to the Customer until the Customer has paid Alita all moneys owing by the Customer to Alita on any account whatsoever, to the extent permitted by law.
- Until such time, Alita has the right to call for or recover the Supplied Goods at its option (for which purposes Alita’s employees or agents may enter the premises where the Goods are stored without notice and without liability for trespass or for damage otherwise cause) and the Customer must deliver up the Supplied Goods if so directed by Alita. Pending payment of those moneys, the Customer must hold the Supplied Goods as bailee for Alita and must store the Supplied Goods on its premises separately from other goods held by the Customer and keep the Supplied Goods fully insured. The Customer agrees to keep the Supplied Goods in a fiduciary capacity for Alita until such time as ownership is transferred to the Customer.
- The Customer will receive all proceeds whether tangible or intangible, direct or indirect of any dealing with the Supplied Goods whose title has not yet passed to the Customer in trust for Alita and will keep such proceeds in a separate account until all liability of the Customer to Alita has been discharged. The Customer must immediately apply any such proceeds in payment of the moneys owing by the Customer to Alita. The Customer may sell the Supplied Goods to a third party in the ordinary course of business provided that it complies with this clause 8.3.
- The Customer indemnifies Alita for any liability or loss suffered by Alita in exercising or seeking to exercise its rights under this clause 8.
- The Customer agrees that the retention of title provisions set out in clause 8 amount to a security interest (“Security Interest”) under the Personal Property Securities Act (Cth) 2009 (“PPSA”) and that in accordance with Part 3.4 of the PPSA the Security Interest continues in any products or mass which the Supplied Goods subsequently become processed or co-mingled with. Further, the Customer agrees that the Security Interest is a Purchase Money Security Interest (“PMSI”) as defined in section 14 of the PPSA.
- If Chapter 4 of the PPSA would otherwise apply to the enforcement of a Security Interest arising out of these Terms and Conditions, the parties agree that:
- to the full extent allowed by section 115(1) of the PPSA, the following provisions of the PPSA will not apply to then enforcement of that Security Interest:
(i) section 95 (notice of removal of accession), to the extent that it requires Alita to give a notice to the Customer;
(ii) section 96 (when a person with an interest in the whole may retain an accession);
(iii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iv) section 125 (obligation to dispose of or retain collateral);
- section 130 (notice of disposal), to the extent that it requires Alita to give a notice to the Customer;
- subsection 132(3)(d) (contents of statement of account after disposal);
- subsection 132(4) (statement of account if no disposal);
- section 142 (redemption of collateral); and
- section 143 (reinstatement of security agreement); and
- to the full extent allowed by section 115(7) of the PPSA, the following provisions of the PPSA will not apply to the enforcement of that Security Interest:
(i) section 127 (seizure by higher priority parties – notice);
(ii) sections 129(2) and (3) (disposal by purchase);
(iii) section 132 (secured party to give statement of account);
(iv) section 134(2) (proposal of secured party to retain collateral);
(v) section 135 (notice of retention of collateral);
(vi) sections 136(3), (4) and (5) (retaining collateral free of interest); and
(vii) section 137 (persons entitled to notice may object to proposal).
- The Customer consents to Alita effecting a registration on the Personal Property Securities Register (in any manner Alita considers appropriate) in relation to any Security Interest arising under or in connection with or contemplated by this agreement and the Customer agrees to provide all assistance reasonably required to facilitate this including reimbursing Alita for any fees and charges incurred by Alita in effecting a registration.
- The Customer waives the right to receive any notice under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded.
- If the Customer makes a payment to the Customer at any time whether in connection with this agreement or otherwise the Customer may, at its absolute discretion, apply that amount as it sees fit. Without limiting the foregoing, Alita may, at its absolute discretion, apply that payment to:
- first, satisfy obligations that are not secured;
- second, satisfy obligations that are secured, but not by a PMSI;
- Third, satisfy obligations that are secured by a PMSI for those obligations and using proceeds from the sale of the collateral subject to that PMSI; and
- fourth, satisfy obligations that are secured by a PMSI using funds or proceeds from any source.
- GENERAL PROVISIONS
- These Terms and Conditions will be governed by and construed in accordance with the laws of a State or Territory of Australia as Alita directs and the Customer irrevocably submits to the exclusive jurisdiction of a competent court in the capital city of that State or Territory.
- Alita does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
- If any of these terms are or later become illegal or unenforceable, the illegal or unenforceable part of those terms are taken to be severed from these terms, but all other terms remain in place.
- In these terms and conditions: (a) a word denoting the singular includes the plural and vice versa; (b) a word denoting a gender includes each other gender; (c) a word denoting a natural person includes an entity and vice versa; and (d) a reference to a clause is a reference to a clause in this form. Headings are for ease of reference only and shall be ignored in construing these terms and conditions.
ACCEPTED PAYMENT METHODS
Cheque: Posted to; PO Box 139 Mona Vale NSW 2103
Credit Card: Visa or MasterCard. (All credit card payments will incur a 1% surcharge)
EFT: Bank- ANZ
Account Name Alita Sales Pty Ltd
BSB- 012 172 Account Number- 318164267