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Amusinc – Terms and Conditions of Trade

Centsless Sports Wholesalers Pty Ltd (ACN 150 078 890) trading as Amusinc

1. DEFINITIONS

Company means Centsless Sports Wholesalers Pty Ltd (ACN 150 078 890) trading as Amusinc.

Customer / You / Your means the company, partnership or sole trader purchasing Goods or applying for credit and includes the Applicant.

Applicant means the entity named in the Application for Credit Trading Account.

Goods means the goods supplied by the Company and described in the Invoice and includes any proceeds of sale of those Goods.

Invoice means any invoice issued by the Company for the supply of Goods.

Contract means these Terms and Conditions together with any Invoice.

Australian Consumer Law (ACL) means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Insolvency Event includes bankruptcy, liquidation, administration, receivership, insolvency, inability to pay debts as they fall due, or any arrangement with creditors.

PPSA means the Personal Property Securities Act 2009 (Cth).

2. APPLICATION OF TERMS

2.1 These Terms apply to all Goods supplied by the Company unless otherwise agreed in writing.

2.2 These Terms prevail over any inconsistent terms proposed by the Customer.

2.3 Any variation must be agreed in writing by the Company.

2.4 The Customer must notify the Company in writing within 14 days of any change in ownership, structure, name or contact details.

3. PAYMENT TERMS

3.1 Payment is due within 30 days from the Invoice date unless otherwise stated.

3.2 Time for payment is of the essence.

3.3 Overdue amounts will attract interest at 2.5% per month (calculated daily) from the due date until paid.

3.4 The Company may suspend supply if payment is overdue.

4. CREDIT FACILITIES

4.1 Credit facilities may be withdrawn at the Company’s discretion.

4.2 Credit facilities lapse after six (6) months of inactivity.

5. DELIVERY & AVAILABILITY

5.1 The Company will use reasonable endeavours to deliver by any requested date, however delivery times are estimates only.

5.2 The Company is not liable for delay in delivery.

5.3 If Goods cannot be supplied, the Customer may terminate the Contract and receive a refund of monies paid for undelivered Goods.

6. TITLE, RISK & SECURITY INTEREST

6.1 Risk passes to the Customer upon delivery.

6.2 Title remains with the Company until all monies owing to the Company are paid in full.

6.3 Until title passes, the Customer must:

  • Hold the Goods as bailee for the Company;

  • Store them separately;

  • Not damage or alter them;

  • Maintain insurance for full replacement value.

6.4 The Customer may resell the Goods in the ordinary course of business but must hold proceeds on trust for the Company.

6.5 This Contract creates a security interest under the PPSA.

6.6 The Customer must do all things required to perfect and protect the Company’s security interest.

6.7 To the extent permitted by law, the Customer waives rights to receive notices under the PPSA.

6.8 If payment is overdue or an Insolvency Event occurs, the Company may:

  • Enter premises to recover Goods (on reasonable notice);

  • Withhold delivery;

  • Exercise all rights under the PPSA.

7. WARRANTIES & LIABILITY

7.1 Nothing in these Terms excludes, restricts or modifies any rights under the ACL that cannot be excluded.

7.2 Subject to the ACL, all other warranties are excluded.

7.3 Where liability cannot be excluded, the Company’s liability is limited (at its option) to:

  • Replacement of the Goods;

  • Repair of the Goods;

  • Payment of the cost of replacement;

  • Payment of repair costs.

7.4 The Company is not liable for:

  • Consequential loss;

  • Loss of profit;

  • Loss of business;

  • Indirect or special damages.

8. CANCELLATION

8.1 Orders cannot be cancelled without written approval.

8.2 Cancellation requests must be made at least 30 days prior to shipment.

8.3 This clause does not limit rights under the ACL.

9. CLAIMS

9.1 The Customer is deemed to have accepted Goods unless written notice of defect is given within 7 days of delivery.

9.2 No returns will be accepted without written authorisation.

9.3 No refunds for change of mind.

10. INTELLECTUAL PROPERTY

All intellectual property remains the property of the Company. The Customer acquires no rights other than to use the Goods.

11. PRICES & GST

11.1 Prices are subject to change without notice.

11.2 Unless stated otherwise, all prices are exclusive of GST.

11.3 The Customer must pay any GST payable in addition to the price of the Goods.

12. PERSONAL GUARANTEE

The signatory warrants authority to enter into this Contract and personally guarantees performance of all Customer obligations.

13. RECOVERY COSTS

The Customer must indemnify the Company for all costs of recovering overdue amounts, including legal costs on a solicitor-client basis and debt collection fees.

14. CERTIFICATE OF DEBT

A certificate signed by an authorised officer of the Company stating the amount owing shall be prima facie evidence of the debt.

15. PRIVACY

The Customer consents to the Company:

  • Obtaining credit reports;

  • Exchanging credit information;

  • Disclosing payment defaults over 60 days.

All information is handled in accordance with the Privacy Act 1988 (Cth).

16. BUSINESS PURPOSE

The Customer acknowledges credit is provided for business purposes.

17. CAVEAT

To secure payment of monies owed, the Customer charges all real property owned now or in the future in favour of the Company.

The Company may lodge a caveat over such property and the Customer agrees to execute any documents necessary to give effect to this clause.

18. SEVERABILITY

If any provision is invalid, the remainder remains enforceable.

19. GOVERNING LAW

These Terms are governed by the laws of Victoria. The parties submit to the non-exclusive jurisdiction of Victorian courts.