Terms And Condition of Sale

William Green Pty Ltd ACN 001 334 096 Conditions of Sale

These Conditions apply (unless otherwise previously agreed in writing) to the supply of Goods by William Green to a Customer from time to time. Any supply of Goods by William Green to the Customer made after the date of acceptance of these Conditions is a supply pursuant to the supply agreement constituted by these Conditions and the relevant order accepted by the William Green (‘Agreement’) and any such supply does not give rise to a new or separate agreement.

Disclosure of Key Terms relating to the supply of goods or services to consumers

Section 47A Fair Trading Act 1987 (NSW) (“the Act”)

Pursuant to section 47A of the Act, a supplier must, before supplying a consumer with goods or services in NSW, take reasonable steps to ensure the consumer is aware of the substance and effect of any term or condition relating to the supply of the goods or services that may substantially prejudice the interests of the consumer. The following contains a summary of key terms in the attached Terms and Conditions of Sale between William Green Pty Ltd ACN 001 334 096 (Us, We, Our) and the Customer (You), which You should be made aware of as per the requirements of the Act.

Words not defined in this summary have the same meaning as set out in the Conditions:

Clause 13(h) – Exclusion of Warranties

This clause excludes all warranties not set out in the Conditions or any other warranty document (to the extent possible) and makes clear that We are not liable to compensate you for:

• Any increased costs or expenses you may incur;
• Any loss of profit, revenue, business, contract or anticipated savings;
• Any loss or expense resulting from a claim by a third party; or
• Any special, indirect or Consequential Loss or damage of any nature.

Clauses 13(g) – Limitation of Liability

This clause limits the remedies available to You if the Goods or services provided by Us are faulty, for example we may replace the Goods or provide a refund at our election.

Clause 14 – Indemnity

This clause requires You to indemnify Us against any loss or damage We may suffer as a result of your breach of our Conditions, which means You will pay us any loss or damage We suffer.

1.     INTERPRETATION

In these Conditions, unless the contrary intention appears:

• “Additional Charges” includes all delivery, handling and storage charges, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Price, payable by the Customer to William Green arising out of the sale of the Goods.
  • “Business Day” means a weekday other than a gazetted public holiday in either Australia in which the Customer’s delivery address for the relevant delivery is located.
  • “Conditions” means these Conditions of Sale and any further or other written conditions of sale amending or adding to these Conditions signed by a duly authorised representative of William Green.
  • “Consequential Loss” means increased costs or expenses; loss of revenue; loss of profit or anticipated profit; loss of business; loss of business reputation; loss of opportunities; loss of anticipated savings; loss of goodwill; loss or expense resulting from a claim by a third party; special or indirect loss or damage of any nature whatsoever caused by William Green’s failure to complete or delay in completing the order to deliver the Goods; and any other loss suffered by a party as a result of a breach of this Agreement that cannot reasonably be considered to arise directly and naturally from that breach.
  • “Customer” means the customer of William Green who buys Goods or to whom William Green supplies services.
  • “Force Majeure Event” means any event outside the reasonable control of the William Green including acts of God, war, riots, strikes, lock outs, trade disputes, break downs, mechanical failures, interruptions of transport, government action, pandemic, epidemic or any other cause whatsoever, whether or not of a like nature to those specified herein.
  • “Goods” means the goods that William Green proposes to sell or has sold to the Customer; a reference to Goods includes services.
  • “GST” means the Goods and Services Tax as imposed by the GST Law.
  • “GST Law” GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation as amended from time to time. Words and expressions defined in GST Law, such as the term GST, Tax Invoice, Recipient, Supplier and Supply, and used in these Conditions have the meanings given to them in GST Law
  • “Price” means the price of the Goods.
  • “Payment” means any amount payable under or in connection with this Agreement.
  • “Tax Invoice” has the meaning given to that term by the GST Law.
  • “Taxable Supply” has the meaning given to that term by the GST Law.
  • “William Green” means William Green Pty Ltd ABN 69 001 334 096 of 47-49 Mary Parade, Rydalmere NSW 2116, Australia.

2.     ENTIRE CONTRACT

Unless there are other or different terms and conditions set out in another document signed by a duly authorised representative of William Green, this document including these Conditions, constitutes the entire contract between William Green and the Customer.

3.     ADVICE

To the extent permissible by law, any advice recommendation, information, assistance or service provided by William Green in relation to the application or use of the Goods is given in good faith and is believed by William Green to be appropriate, but is given without liability or responsibility on William Green’s part.

4.     TAX

The Customer shall pay any sales and other taxes on the Goods.

5.     TERMS OF PAYMENT

• The Customer must pay the Price and the Additional Charges to William Green.
  • The terms of payment are net 30 days (that is payment must be made available for banking to the credit of William Green’s bank account without set-off, deduction or counter claim of any kind, on or before the last working day of the month after the month in which delivery of the Goods is made), unless agreed otherwise in writing by William Green.
  • Interest may be charged at the rate of 2% per month calculated from the delivery date on any overdue amounts.

If the Customer is in default, William Green may at its option withhold further deliveries or cancel a contract without prejudice to any of its existing rights

6.     SPECIFICATION

Unless otherwise stated in writing by William Green, the specification of the Goods is stated in William Green’s most recent published product data and/or in any most recent applicable drawings issued by William Green, or, if not so specified, subject to the tolerances normally regarded as being commercially acceptable for the relevant Goods.

7.     DELAYS

Any date for delivery of the Goods indicated by William Green is an estimated date for delivery only. William Green shall be under no liability for any loss or damage, however it arises, if the Goods are not delivered or completed by that date. The Customer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery.

8.     ORDER, DELIVERY AND ACCEPTANCE

• All orders placed by phone, facsimile, email or any other means are subject to confirmation and acceptance by William Green. An acceptance of the order by William Green is then to be an acceptance of these Conditions by the Customer and these Conditions with the delivery and returns policy will override any conditions contained in the Customer’s order. An order given to William Green is binding on William Green and the Customer when the order is accepted by William Green.
  • To the extent permissible by law, William Green may adjust prices in the event of price changes or mistakes made by suppliers on reasonable prior written notice to you. If William Green requests payment for increased prices, the Customer may cancel the order by giving notice to William Green, which must be received within 7 days of the announcement of the increase.
  • William Green will, through a selected freight company, deliver the Goods to the Customer ordered to the address specified in the order subject to their availability. Where the Goods are not available William Green will notify the Customer as soon as possible. Anyone at the delivery address who receives the Goods will be presumed by William Green to be authorised to receive the Goods.
  • Goods may be delivered by instalments at the discretion of William Green.
  • Freight charges are applicable and vary from time to time. The Customer will be charged for any freight charges associated with delivery of Goods.
  • If there is no one at the delivery address to receive and sign for the order, William Green may charge the Customer additional delivery fees.
  • Once the Goods are delivered to the Customer, the Customer is responsible if the Goods are lost or damaged.
  • The Customer is deemed to have accepted delivery of the Goods:
  • on the second business day after delivery unless prior to that time the Customer has notified William Green in writing of its rejection of that delivery and the reasons for rejection; or

(ii) immediately upon dealing with the Goods in a manner which is inconsistent with the ownership of William Green, whichever is the earlier.

9.     RISK

Risk to the Goods, unless otherwise agreed in writing, passes to the Customer upon delivery to the Customer or its agent or to a destination nominated by the Customer or to a carrier commissioned by the Customer.

10.     RETENTION OF TITLE

• Ownership, title and property in the Goods and in the proceeds of sale of those Goods remains with William Green and William Green reserves the right to dispose of the Goods until such time as full payment is made for all amounts owing on any account by the Customer to William Green under these Conditions.
  • If the Customer fails to pay all or any part of the Customer’s total indebtedness to William Green under these Conditions, or an event of default as specified in Clause 12 occurs, then without prejudice to any other rights with William Green may have at law or under this Agreement:
    • William Green or its agents may without notice to the Customer enter the Customer’s premises under the control of the Customer for the purposes of recovering the Goods;
    • William Green may recover and resell the Goods or any part of them;
    • If the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for in full, William Green may in its absolute discretion seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of William Green and Customer may be ascertained. William Green must promptly return to the Customer any goods the property of the Customer and William Green is in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods; and
    • In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for William Green. Such part will be an amount equal in dollar terms to the amount owing by the Customer to William Green at the time of the receipt of such proceeds. The Customer will pay William Green such funds held in trust upon the demand of William Green.
  • Separately, Customer hereby charges all its right, title and interest to and in the proceeds of sale of the Collateral (as defined in the PPSA) as original collateral, or any of it, in favour of William Green.
  • Until payment in full for the amounts owing by the Customer to William Green under these Conditions:
    • The Customer shall store the goods in a way that clearly manifests William Green’s title; and
    • The Customer shall hold the Goods as bailee and as a fiduciary for William Green.

11.     PERSONAL PROPERTY AND SECURITIES ACT (CTH) 2009 (“PPSA”)

• Defined terms in this clause have the same meaning as given to them in the PPSA.
  • William Green and the Customer acknowledge that these Conditions constitute a Security Agreement and entitle William Green to claim:
    • a Purchase Money Security Interest (PMSI) in favour of William Green over the Goods supplied or to be supplied to the Grantor pursuant to these Conditions;
    • a security interest over the proceeds of sale of the Collateral referred to in (i) as original collateral.