GREENCHEM INDUSTRIES PTY LTD TRADING TERMS
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The following terms and conditions (Trading Terms) apply to all purchases of goods by you, (the Purchaser), from Greenchem Industries Pty Ltd ABN 85 616 846 818 (Greenchem). Placing an order with Greenchem will constitute deemed acceptance by the Purchaser of these Trading Terms. Modifications of or deviations from these Trading Terms must be agreed in writing by Greenchem.
The following terms and conditions (Trading Terms) apply to all purchases of goods by you, (the Purchaser), from Greenchem Industries Pty Ltd ABN 85 616 846 818 (Greenchem). Placing an order with Greenchem will constitute deemed acceptance by the Purchaser of these Trading Terms. Modifications of or deviations from these Trading Terms must be agreed in writing by Greenchem.
1. Orders
1.1. Orders will be initiated by you making a request for goods from Greenchem. When placing an order with Greenchem, you will comply with any ordering procedures (including the required form of any order) notified to you from time to time by Greenchem.
1.2. Greenchem reserves the right to accept or reject any order in whole or in part for any reason, including without limitation the unavailability of any goods.
2. Pricing and payment
2.1. Greenchem will invoice all orders at its current prices, which may alter without notice to the Purchaser.
2.2. If Greenchem agrees to supply goods outside of its normal trading hours, Greenchem may then increase the Purchase Price of the goods supplied and/or charge an additional out-of hours call out or service fee. Greenchem will process the order once the Purchaser has agreed in writing to such increase.
2.3. The Purchaser agrees to pay the Purchase Price for the goods supplied to the Purchaser by Greenchem.
2.4. Should it be considered necessary by Greenchem to incur legal and/or other expenses, including any debt collection expenses, in obtaining or attempting to obtain payment of any amount due by the Purchaser, the Purchaser shall be liable for such expenses.
2.5. If requested by Greenchem, payment by cash or equivalent must be received by Greenchem before processing an order.
2.6. The purchaser must pay the full amount (including GST) of goods and/or services from Greenchem, without deduction, set-off or counterclaim immediately on receipt of a valid tax invoice at the time of delivery of the goods and/or services, except on a Credit Account of Greenchem.
If goods are supplied to a Purchaser on credit by way of a Credit Account:
(a) such credit is offered subject to the conditions set out in Greenchem's application for Credit Account form; and
(b) payment of the Purchase Price is strictly required 30 days from the end of the month of the date of the Invoice issued by Greenchem.
2.7. The Purchaser is not entitled to withhold payment in whole or in part ,or claim any right to set off in respect of the Purchase Price.
3. Interest
3.1. If the Purchase Price or any part of the Purchase Price remains unpaid after the payment date required by the Contract, the outstanding Purchase Price shall be subject to interest at the rate that is three percent (3%) per annum above the rate charged from time to time by Greenchem's principal banker for unsecured overdrafts of less than $100,000.
3.2. Interest shall accrue daily, from the day the relevant Invoice was due up to and including the day that it is paid in full. Any amount of interest, together with the outstanding Purchase Price is payable by the Purchaser on demand.
4. Credit Accounts
4.1. Greenchem may refuse to supply goods to the Purchaser if there is an Event of Default.
4.2. Upon the occurrence of an Event of Default all outstanding amounts become payable immediately, notwithstanding the terms of the Credit Account.
4.3. The Purchaser agrees that Greenchem, in its absolute discretion, may withdraw or vary the Credit Account facility at any time.
4.4. The Purchaser agrees to pay on demand all sums owing in connection with the Credit Account at any time.
4.5. If there is a change in ownership of the Purchaser which Greenchem deems to be material, Greenchem may withdraw the Credit Account facility in accordance with clause 4.3 and require that the Purchaser submit a new Credit Account application form.
5. Gas cylinders
5.1. Subject to approval by Greenchem, the Purchaser may hire a gas cylinder from Greenchem at a price notified by Greenchem from time to time (Hire Fee).
5.2. The hire period must not exceed 90 days from the date the Purchaser collects the gas cylinder from Greenchem or the gas cylinder is delivered to the Purchaser (Hire Period).
5.3. If the Purchaser:
(a) fails to return the gas cylinder before the expiry of the Hire Period;
(b) returns a contaminated gas cylinder (containing any gas, chemicals, or fluids which were not originally supplied by Greenchem as part of the goods); or
(c) returns a gas cylinder that is damaged (such damage to be determined by Greenchem in its absolute discretion),
Greenchem will be entitled to charge the Purchaser the difference between the current price that Greenchem sells new gas cylinders (holding the same volume of gas) and the Hire Fee.
5.4. If the Purchaser returns the gas cylinder within 90 days of collection or delivery, Greenchem will reimburse the Purchaser the total amount of the Hire Fee.
5.5. The Purchaser is responsible for all costs associated with collecting and returning (including any delivery costs) the gas cylinder.
6. Ownership and risk
6.1. All risk in the Goods will pass to the Purchaser when the Goods leave Greenchem's premises, regardless of how delivery is effected.
6.2. Ownership of each unit of the Goods will remain with Greenchem until all amounts owing by the Purchaser to Greenchem on any account whatsoever (including the Purchase Price for the Goods) (Amounts Owing) have been paid in full.
6.3. Until the Amounts Owing have been paid in full, the Purchaser:
(a) may, subject to clause 6.4, take possession of the Goods and hold them as trustee and agent for Greenchem;
(b) must ensure that the Goods are insured and stored or identified so that they are readily distinguishable from other goods held by the Purchaser or other persons.
6.4. Until the Amounts Owing have been paid, the Purchaser has the right to move, sell and otherwise use the Goods in the ordinary course of its business, subject to the following:
(a) the Purchaser may sell the Goods, but only as trustee and agent for Greenchem;
(b) the Purchaser must hold the proceeds it receives from any sale of the Goods as trustee and agent for Greenchem; and
(c) if the Goods become part of a product or mass through manufacturing, processing, assembly or becoming commingled, Greenchem's security interest continues in that product or mass (Commingled Property) to the extent permitted by law.
6.5. Despite clause 6.4(a), the Purchaser must not represent to any third parties that it is acting as agent of Greenchem and Greenchem will not be bound by any contracts with third parties to which the Purchaser is a party.
6.6. If the Purchaser fails to comply with any part of these Trading Terms in relation to the payment of any Amount Owing or otherwise, then:
(a) immediately on Greenchem's request the Purchaser must return to Greenchem any Goods acquired from Greenchem on which there are outstanding Amounts Owing;
(b) Greenchem may by its agents or authorised persons enter the premises at which those Goods are stored, and seize possession of them; and
(c) Greenchem may retain, sell or otherwise dispose of those Goods.
6.7. The Purchaser must not assign or grant a security interest in respect of any accounts owed to it in relation to the Goods without Greenchem's prior written consent.
6.8. Without limiting the meaning of Amounts Owing, if the Purchaser makes a payment to Greenchem at any time whether in connection with these Trading Terms or otherwise Greenchem may, at its absolute discretion, apply that payment to first satisfy obligations that are not secured, then obligations that are secured, but not by a purchase money security interest, in the order in which those obligations were incurred, and then obligations that are secured by a purchase money security interest in the order in which those obligations were incurred.
6.9. If Chapter 4 of the PPSA would otherwise apply to the enforcement of these Trading Terms the Purchaser agrees the following provisions of the PPSA will not apply to the enforcement of these Trading Terms: section 95 (notice of removal of accession), to the extent that it requires Greenchem to give a notice to the Purchaser; section 96 (when a person with an interest in the whole may retain an accession); subsection 121(4) (enforcement of liquid assets – notice to grantor); section 125 (obligation to dispose of or retain collateral); section 130 (notice of disposal), to the extent that it requires Greenchem to give a notice to the Purchaser; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (reinstatement of security agreement).
6.10. Notices or documents required or permitted to be given to Greenchem for the purposes of the PPSA must be given in accordance with the PPSA.
6.11. The Purchaser consents to Greenchem effecting a registration on the PPSA register (in any manner Greenchem considers appropriate) in relation to any security interest contemplated by these Trading Terms and the Purchaser agrees to provide all assistance reasonably required to facilitate this. The Purchaser waives the right to receive notice of a verification statement in relation to any registration on the register.
6.12. In this clause 6:
(a) a reference to Goods means the original goods supplied as described in each Invoice and also includes proceeds and Commingled Property when the context permits;
(b) paid means receipt of cash or cleared funds by Greenchem in full satisfaction of the Amounts Owing;
(c) PPSA means the Personal Property Securities Act 2009 (Cth) and any regulations made pursuant to it; and
(d) the following words have the respective meanings given to them in the PPSA: account, commingled, proceeds, purchase money security interest, register, registration, security interest and verification statement.
7. Delivery
7.1. Greenchem will only deliver goods to a Purchaser after the goods have been inspected by Greenchem, including the passing of a leakage test.
7.2. Goods will be delivered to the address specified in the order. Delivery costs are included in the total purchase price, unless otherwise specified by Greenchem.
7.3. The Purchaser must sign all delivery documentation requested to be signed by Greenchem and/or the carrier.
7.4. Greenchem shall use its reasonable endeavours to deliver the goods by the estimated time frame (if an estimate is given), but does not guarantee the availability of goods nor that delivery will be effected by such time.
7.5. The delivery of any goods will be conducted at the Purchaser's sole risk. Greenchem is not responsible for the destruction, damage or loss of goods in transit. It is the responsibility of the Purchaser to arrange and pay for transit insurance if required.
7.6. For the avoidance of doubt, the Purchaser will bear all risks in relation to the destruction, loss or damage of any goods at all times from the time any goods are dispatched by Greenchem to the Purchaser.