Company Profile - Terms and Conditions
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Conditions of Sale of Ullrich Aluminium Co. Ltd (referred to below as “Ullrich”).
Terms and Conditions
For the purposes of this Agreement the terms used in this Agreement have the same meaning assigned to them in the Personal Properties Securities Act 1999.
| Description of Collateral sufficient to enable identification. | Aluminium extrusions, mill finish and surface finish, Aluminium coil, Aluminium sheet, Aluminium manufactured products, fastenings, (screws etc) tools and equipment, sealing products, roofing and other related Aluminium products or componentry supplied by Ullrich Aluminium. |
1. Applicability
1.1 These Conditions of Sale (“ the Conditions”) apply to the
Debtor (hereafter referred to as “the Buyer”) In relation to all goods provided by Ullrich to
the Buyer. Such goods may be
supplied at the time of execution of this Agreement or in the future and
shall form part of the Collateral under this Agreement.
1.2 References to “Agreement” are references to these Conditions
and shall also include any
accepted quotation or other correspondence only insofar as it describes
Collateral to be
supplied to the Purchaser or indicates the Purchaser’s assent to
this Agreement;
1.3 No person acting or purporting to act on behalf of Ullrich shall have
authority to waive or
change these Conditions orally, and any waivers or changes have effect
only if made in
writing and signed on Ullrich's behalf.
2. Prices
2.1 The stated prices (whether listed, quoted or tendered) do not include
GST or any other taxes,
insurance or freight.
2.2 The prices listed are upon rates and conditions ruling at the date
of supply unless otherwise
specified in writing, and orders are accepted on the understanding that
they are charged at the
prices ruling at the time of delivery.
3. Payment
3.1 Payment is due in full by the 20th of the month following the month
of invoice.
3.2 If default is made in payment by the due date Ullrich may (without
prejudice to any other
rights it has pursuant to these conditions or by law) withdraw any previously
agreed
discounts or special terms, and also may charge simple interest of 2%
per month (plus
GST) from 30 days after the date payment became due until the date Ullrich
receives
payment in fulI. Payments received after due date wit! be applied firstly
to the portion
representing interest and secondly to the portion representing purchases.
3.3 “Payment” means the receipt by Ullrich of cleared funds.
3.4 Ullrich shall be entitled to recover any legal and collection costs associated with the recovery of any debts payable.
4. Ownership
4.1 Notwithstanding any period of credit, ownership of all goods supplied
by Ullrich shall
remain with Ullrich until all goods supplied (whether under a particular
contract or invoice
or under any other contracts or invoices) have been paid for in full and
all other monies
payable to Ullrich have been paid in full, and until that time the Buyer
agrees that -
4.2
The Buyer shall hold the goods as bailee for Ullrich and shall be in a
fiduciary relationship
with Ullrich.
4.3 The Buyer shall store the goods in such a way that it is clear that
they are the property of
Ullrich.
4.4 The Buyer is authorised by Ullrich to dispose of the goods but only
as Ullrich’s agent. The
Buyer however shall not represent to any third party that it is in any
way acting for Ullrich
and Ullrich shall not be bound by any contract(s) between the Buyer and
any third parties.
4.5 The proceeds of any sale of goods by the Buyer shall be the property
of Ullrich and shall
be kept by the Buyer in a separate account which is clearly identified
as containing the
proceeds of such sale(s) of Ullrich’s goods.
4.6 Whilst the Buyer maybe entitled to a period of credit pursuant to
these conditions, it is
required to account to Ullrich for the price of the goods immediately
it has on sold and
received the proceeds of sale for such goods.
4.7 If the Buyer has not paid in full for any goods supplied by Ullrich
by the due payment date
Ullrich or its agent(s) may (without prejudice to any of its other rights}
enter the Buyer’s
premises (or other premises to which the Buyer has access and where any
of the goods
the subject of the contract are stored) during normal business hours without
notice and
recover its goods and resell any of them, without incurring any liability
to the Buyer or any
person claiming through the Buyer. The Buyer may not revoke the permission
granted in
this sub-cIause.
5. Personal Property Securities Act 1999
5.1 Notwithstanding the aforegoing or anything to the contrary
contained in this Agreement the parties agree that for the purposes of
the Personal Property Securities Act 1999 (“PPSA “);
5.1.1 This Agreement Shall constitute a Security Agreement; and
5.1.2 Ullrich is the Secured Party and has a purchase monies security
interest (“a PMSI’’) in all present and future Collateral
supplied by Ullrich and Ullrich’s security interest shall extend
to the proceeds (including accounts receivable); and
5.1.3 Whenever Ullrich asks the Buyer to do anything to better secure
any Collateral which secures or is intended to secure the supply of Collateral
from Ullrich the Buyer must do it immediately at its own cost. This may
include signing and delivering documents (including new security documents)
and anything else that Ullrich requires to ensure that Ullrich has perfected
security interests giving Ullrich priority in the Collateral under the
PPSA; and
5.1.4 The Buyer agrees that Ullrich may take whatever action it thinks
is appropriate to ensure it has priority in the Collateral and agrees
to indemnify Ullrich for any costs it incurs in doing this (for example
registration of a financing statement at the Buyer’s cost); and
5.1.5 The Buyer waives any rights to receive a copy of the verification
statement under section 148 of the PPSA and agrees, to the extent permitted
by law, and in respect of any arrangement between the Buyer and Ullrich:
(a) the Buyer shall have no rights under (or by reference to) section
114(1) or 133 of the PPSA; and
(b) the provisions of part 9 of the PPSA which are for the benefit of
the Buyer or place obligations on Ullrich shall apply only to the extent
that either they are mandatory or Ullrich agrees to the application; and
(c) Where Ullrich has rights in addition to those in part 9 of the PPSA
those rights shall continue to apply’
5.1.6 The Buyer must immediately upon request by Ullrich procure from
any person considered by Ullrich to be relevant to its security position
such agreements and waivers (including as equivalent to those above) as
Ullrich may at any time require.
6. Delivery
6.1 Any stated delivery dates are estimates only and Ullrich shall not
be held liable for
non delivery or late delivery, however caused, nor shall the Buyer be entitled
to cancel its
order.
6.2 Ullrich reserves the right to make partial deliveries and to be entitled
to payment for partial
deliveries in accordance with these Conditions. Incomplete delivery will
not entitle the
Buyer to withhold payment for goods.
6.3 If the Buyer is unwilling or unable to accept delivery of any goods,
Ullrich may arrange for
storage and insurance of the goods as it thinks fit and at the Buyers
expense, in which
case the goods shall be deemed to be delivered to the Buyer and will be
invoiced and
payment will become due accordingly.
6.4 Prices otherwise stated, delivery to a carrier constitutes delivery
to the Buyer.
6.5 Without prejudice to its rights, Ullrich shall be entitled to withhold
delivery if it considers
the Buyer’s creditworthiness to be unsatisfactory.
7. Risk
7.1 The risk in the goods shall pass to the Buyer upon delivery, and the
Buyer will insure the goods for their full replacement value for the benefit of UlIrich until
ownership of the goods has passed to the Buyer.
8. BUYER ORDER AND ACKNOWLEDGMENT THAT IT IS AQUIRING FOR BUSINESS PURPOSES AND NOT AS A CUSTOMER
The Buyer
(a) Requests Ullrich to supply goods and/or services on the terms and
conditions contained in
this Agreement.
(b) Acknowledges that it has held out to Ullrich that it is acquiring
from Ullrich (under this
Agreement) for the purposes of a business.
(c) Acknowledges that it has also held out to Ullrich that, unless it
gives Ullrich written notice to the contrary, any acquisition it makes from UIlrich. under this Agreement
or otherwise, is for business purposes.
(d) Acknowledges that to the extent permitted by law the Consumer Guarantees
Act 1993 does not apply to this Agreement and any sale made by Ullrich to the Buyer
pursuant to this Agreement.
8. BUYER ORDER AND ACKNOWLEDGMENT THAT IT IS AQUIRING FOR BUSINESS PURPOSES AND NOT AS A CUSTOMER
The Buyer:
(a) Requests Ullrich to supply goods and/or services on the terms and
conditions contained in
this Agreement.
(b) Acknowledges that it has held out to Ullrich that it is acquiring
from Ullrich (under this
Agreement) for the purposes of a business.
(c) Acknowledges that it has also held out to Ullrich that, unless it
gives Ullrich written notice to the contrary, any acquisition it makes from UIlrich under this Agreement
or otherwise, is for business purposes.
(d) Acknowledges that to the extent permitted by law the Consumer Guarantees Act 1003 does not apply to this Agreement and any sale made by Ullrich to the buyer pursuant to this Agreement.
9. Claims
9.1 Since methods and conditions of application and use are beyond Ullrich’s
control, any
liability whatsoever which Ullrich may be under any implied or express
statutory or other
representation, warranty,condition or term made in connection with or
applying in respect
of the quality, state, condition, fitness or properties of any goods supplied
by Ullrich is
limited to the replacement of the goods or credit or payment of a price
at the option of
Ullrich. In particular it does not extend to consequential loss and its
conditional upon the
Buyer making a written claim to Ullrich within a reasonable time of delivery
and returning
to Ullrich a sufficient part of the goods to enable property examination
and testing.
9.2 Return of Goods
(a) Subject to the following sub-paragraph of this clause UA will no taccept the return of goods unless prior written authorisation has been obtained from UA.
(b) Return of goods will only be accepted subject to the following conditions:
(i) If returned in their original packing.
(ii) If returned to the store from which they were purchased;
(iii) If the freight for such return/s shall have been prepaid by the purchaser;
(iv) If returned under warranty the purchaser to supply full details of purchase, order number and a comprehensive report of usage and application;
(v) Payment of a restocking fee of 15% of the purchase price of the goods returned; and
(vi) Inspection apon receipt.
(d) If goods which are regular stock items of Ullrich Aluminium Co Ltd are returned within fourteen (14) days from date of invoice.
(e) If goods, which are not of regular stock line, are to be returned, credit will be stricctly conditional upon UA.
10. Indemnity
10.1 The Buyer warrants that any design or instruction it requests Ullrich
to follow will not
cause Ullrich to infringe any patent, registered design, trademark, copyright
or any other
intellectual or industrial right.
10.2 Where Ullrich follows any design or instruction given by the Buyer
in 10.1, the Buyer will indemnify Ullrich against any damages, penalties,
costs and expenses for which Ullrich may become liable.
11. Privacy Act
The Buyer authorises Ullrich to disclose the details contained in this Agreement to any third party, for the purposes of credit checking and, if the
need be, for Debt Collection in the event of default in the account. The Buyer further authorises Ullrich to contact any person or entity to
provide Ullrich with such information as Ullrich may require for the purposes of Credit Checking and, if the need be, for Debt Collection in the
event of default of the account.
I assent to the Terms & Conditions of this Agreement and acknowledge that for the purposes of the Personal Property Securities Act 1999 it
constitutes a Security Agreement.
SIGNED by the Buyer ……………………………………………. Signature
In the presence of ……………………………………………. Witness Signature
……………………………………………. Occupation
Date …………………………………………….
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