All you need to
be aware

JARVIS WALKER GROUP - TERMS AND CONDITIONS

 

  1. OPERATION
    1. These terms and conditions form part of any agreement by Jarvis Walker Pty Ltd (the Supplier) to supply Product to the Customer.
    2. By taking delivery of Products, the Customer will be deemed to agree that these Conditions will apply to the exclusion of all other terms.
  2. DEFINITIONS
    1. "Approved Credit Limit" means the total amount of credit which may be extended by the Supplier to the Customer from time to time, as notified by the Supplier to the Customer in writing.
    2. "Australian Consumer Law" means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
    3. "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in Victoria.
    4. "Claim" includes a claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Conditions or otherwise.
    5. “Conditions” means these Terms and Conditions of the Supplier and includes any background, schedule, variations or annexures.
    6. "Confidential Information" means the terms and existence of these Conditions and all information belonging or related to a party to these Conditions, whether oral graphic, electronic, written or in any other form, that is:
      1. or should reasonably be regarded as, confidential to the party to whom it belongs or relates; or
      2. not generally available to the public at the time of disclosure other than by reason of a breach of these Conditions.
    7. "Controller" has the same meaning as in the Corporations Act.
    8. "Corporations Act" means the Corporations Act 2001 (Cth).
    9. “Customer” means the person buying the Products or any person acting on behalf or with the authority of the person buying the Products from the Supplier (also described as the "Buyer" as described on any Order).
    10. "Defect" has the meaning given to that term in clause 1.
    11. "Encumbrance" means:
      1. any:
        1. legal or equitable interest or power created, arising in or reserved in or over an interest in any property or asset;
        2. security for payment of money, performance of obligations or protection against default (including a mortgage, bill of sale, charge, lien, pledge, trust, power or retention of title arrangement, right of set-off, assignment of income, garnishee order, monetary claim and flawed deposit arrangement); or
      2. any thing or preferential interest or arrangement of any kind giving a person priority or preference over claims or other persons with respect to any property or asset;
      3. a security interest as defined in PPSA and to which the PPSA applies; or
      4. any agreement or arrangement (whether legally binding or not) to grant or create anything referred to in paragraphs (a), (b) or (c);
    12. "End User" means a retail end-user of the Products ultimately purchased from the Customer.
    13. "Event of Default" has the meaning given to that term in clause 6.
    14. "Force Majeure Event" means any act, event or cause, other than a lack of funds:
      1. as a direct or indirect result of which, the party relying on it is prevented from or delayed in performing any of its obligations under these Conditions; and
      2. that is beyond the reasonable control of that party.
    15. “Products” means all Products supplied by the Supplier to the Customer and as may be described on any Order signed by the Customer or sale order confirmations issued by the Supplier.
    16. "Government Agency" means any government or any public, statutory, governmental (including a local government), semi-governmental, local governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute.
    17. "GST" has the meaning given to that term in the GST Act.
    18. "GST Act" means the A New Tax System (Products and Services Tax) Act 1999 (Cth).
    19. "Insolvency Event" means, in respect of a party, any one or more of the following events or circumstances:
      1. a winding up, dissolution, liquidation, provisional liquidation, administration or bankruptcy;
      2. having appointed to it or any of its property:
        1. a Controller receiver, receiver and manager, administrator, liquidator (whether provisional or otherwise) of that person or that person's property or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity; or
        2. anyone else who (whether or not as agent for the person) is in possession, or has control, of that person's property to enforce an Encumbrance;
      3. being unable to pay any of its debts as and when due and payable or being deemed to be insolvent under any provision of the Corporations Act or any other Law;
      4. seeking protection from its creditors under any Law, entering into a compromise, moratorium, assignment, composition or arrangement with, or for the benefit of, any of its members or creditors;
      5. any analogous event or circumstance to those described in paragraphs (a) to (d) under any Law; or
      6. taking any step or being the subject of any action that is preparatory to, or reasonably likely to result in, any of the above,
      7. unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation approved by the other party (which approval is not to be unreasonably withheld or delayed).
    20. "Law" means:
      1. principles of law or equity established by decisions of courts;
      2. statutes, regulations or by-laws of the Commonwealth, a State, a Territory or a Government Agency; and
      3. requirements and approvals (including conditions) of the Commonwealth, a State, a Territory or a Government Agency that have the force of law.
    21. "Liability" includes all liabilities, losses, damages, costs, interest, fees, penalties, fines, assessments, forfeiture and expenses of whatever description (whether actual, contingent or prospective) and "Liable" has a corresponding meaning.
    22. “Order” means any order form, paperwork or document issued by the Supplier to the Customer from time to time, describing the Products to be supplied by the Supplier to the Customer and signed by the Customer or accepted by the Customer by its conduct.
    23. "Order Price" means the sum of:
      1. the Price; plus
      2. GST; plus
      3. any applicable freight and transport charges; plus
      4. if the Customer pays by credit card, any merchant service fee (which as at 1 July 2020 is 1.8% for any payments made via Visa or Mastercard) charged by the card provider to the Supplier in respect of the relevant payment; plus
      5. any other amounts owing by the Customer to the Supplier under these Conditions.
    24. "Personal Information" has the meaning given in the Privacy Act.
    25. “Price” means the cost of the Products as agreed between the Supplier and the Customer and as set out in any Order, subject to clause 7.
    26. "Privacy Act" means the Privacy Act 1988 (Cth).
    27. "Trading Account" means any trading account with the Supplier in the name of the Customer from time to time.
  3. INTERPRETATION
    1. In these Conditions, unless the context requires otherwise:
      1. the singular includes the plural and vice versa and a gender includes the other genders;
      2. the headings are used for convenience only and do not affect the interpretation of these Conditions;
      3. other grammatical forms of defined words or expressions have corresponding meanings;
      4. a reference to a party is to a party to these Conditions and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
      5. if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
      6. the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not;
      7. a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
      8. wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";
      9. money amounts are stated in Australian currency unless otherwise specified;
      10. a reference to time is to Sydney, New South Wales, Australia time; and
      11. any agreements, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and separately;
  4. ORDERS
    1. The Customer must order the Products by completing and signing an Order (and submitted it to the Supplier) by any method approved by the Supplier from time to time.
    2. The Supplier is not bound by an Order unless and until it:
      1. notifies the Customer of its acceptance of the Order; or
      2. commences performance of the Order.
    3. To the fullest extent permitted by Law, the Supplier is not obliged to accept any Order. If the Supplier accepts an Order, the parties must comply with that Order in accordance with these Conditions.
    4. Any documentation provided by the Customer to the Supplier does not form part of these Conditions (or any Order) unless those terms are expressly accepted by the Supplier in writing (and then only to the extent they relate to the relevant Order to which the Supplier has accepted a change in these Conditions).
    5. Where more than one Customer is listed on an Order, the Customer’s will be jointly and severally liable for all payments of the Price and performance of the Customer‘s obligations under these Conditions.
    6. The Customer acknowledges that none of the Supplier’s employees, agents or representatives are authorised to make any representations, statements, conditions, agreements or guarantees in respect of any Order or the Products other than as set out in these Conditions (Unauthorised Statement) and to the extent any Unauthorised Statement is made, the Supplier is not bound by that Unauthorised Statement.
  5. THE PRODUCTS
    1. The Products are supplied as described on the relevant Order and Invoice, or any other such documents as provided by the Supplier to the Customer in respect of the relevant Order.
    2. The Supplier is not responsible or Liable for any shortages in quantity, or any errors or omissions in the Products if the Products are supplied to the Customer materially in accordance with the Order.
    3. The Products are deemed to be of merchantable quality if they are made and provided to the Customer in accordance with the Order, invoices and/or sale order confirmations and the Customer does not notify the Supplier otherwise in accordance with clause 11.
    4. All technical information (including drawings, specifications, catalogues, illustrations and particulars or weight and dimensions) regarding the Products supplied by the Supplier to the Customer are approximate only.
    5. The Supplier may at any time change any or all of the specifications, method of manufacture or design of any of its Products.
    6. Where the Supplier has updated the specifications, method of manufacture or design of any of its Products since an Order has been placed by a Customer, the Customer is obliged to accept Products as delivered in fulfilment of its Order for Products of any earlier specifications, method of manufacture or design.
  6. CUSTOMER'S ACKNOWLEDGMENT
    1. Subject to clause 8, the Customer duly accepts and acknowledges that once an Order is accepted by the Supplier:
      1. that Order cannot be cancelled, revoked, or discontinued in any manner unless agreed to in writing by the Supplier;
      2. the Customer will unconditionally accept delivery of the Products; and
      3. the Price for the Products set out in the Order will be due and payable to the Supplier in accordance with clause 7.
    2. For the avoidance of doubt, the Supplier will not (and has no obligation to) accept cancellation of any Order if:
      1. the Supplier is unable to cancel the Order with the relevant manufacturer of the Products (Manufacturer); or
      2. the Products the subject of that Order have commenced production with the relevant Manufacturer.
    3. The Customer also acknowledges that the Supplier may engage or employ any person, sub-contractor or agent at its sole discretion to perform any of its obligations under these Conditions.
  7. PRICE AND PAYMENT
    1. The Price will be as indicated on invoices provided by the Supplier to the Customer in respect of Products supplied, or as otherwise nominated by the Supplier in writing prior to or at the same time as placement of an Order by the Customer (plus GST).
    2. On delivery of an Order, the Supplier must provide an invoice to the Customer for the amount payable under these Conditions for the Products the subject of that Order (Invoice).
    3. Time for payment for the Products is of the essence and subject to clause 4, payment for the Products must be made by the Customer as follows:
      1. on delivery of the relevant Order, except to the extent clause 3(b) applies; or
      2. if either:
        1. the sum of all amounts (including the amount of the Invoice relating to those Products) owing by the Customer to the Supplier at that time does not exceed the Approved Credit Limit; or
        2. the Supplier has otherwise agreed in writing to supply the Products to the Customer on credit,
      3. then the Customer must pay the Supplier the amount of that Invoice on or before the date that is 30 days from invoice month end or as stipulated on the invoice as the due date
    4. Payments must be made in cleared funds by cash, cheque, bank cheque, credit card, direct credit, or by any other method as agreed between the Customer and the Supplier.
  8. DELIVERY OF THE PRODUCTS
    1. The Supplier will use its best endeavours to procure that delivery of the Products is made to the Customer’s nominated address on the relevant Order (Delivery Address) within the date specified in the Order (Nominated Date). The Customer must make all arrangements necessary to take delivery of the Products at the Delivery Address on the Nominated Date.
    2. Delivery of the Products to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of these Conditions.
    3. Failure of the Supplier to deliver an Order to the Delivery Address by the Nominated Date will not entitle either party to treat these Conditions as repudiated.
    4. The Supplier will use all reasonable endeavours to deliver the Products on the Nominated Date but in no circumstances will the Supplier be Liable for any loss or damage whatsoever suffered or incurred by the Customer, due to failure by the Supplier to deliver the Products (or any part thereof) promptly at times previously indicated by the Supplier or set out in the Order.
    5. The Supplier is not responsible for arranging the unloading of the Products at the Delivery Address, unless otherwise agreed by the Supplier (at the Customer's request).
  9. PARTIAL OR LATE DELIVERY
    1. If the Supplier is unable to fulfil any Order in its entirety, the Supplier may deliver or make available for collection any portion of the ordered Products and may otherwise invoice the Customer for that portion of the ordered Products in accordance with clause 7.
    2. The Supplier will not be liable for any Liability or inconvenience of any kind incurred, sustained or suffered by the Customer as a result of:
      1. any failure by the Supplier to have the ordered Products or any part of them delivered to the Delivery Address; or
      2. any cancellation by the Supplier of an Order.
  10. RISK AND INSURANCE

    The risk of loss or damage to the Products is transferred from the Supplier to the Customer at the time of delivery of the Products to the Customer.

  11. ERRORS AND OMISSIONS
    1. The Customer must inspect the Products on delivery and must within seven (7) days of delivery notify the Supplier of any alleged material damage, defect, shortage in quantity, errors, or omissions not in compliance with the invoice or Order (Defects).
    2. The Customer must provide the Supplier an opportunity to inspect the Products within a reasonable time following delivery if the Customer believes the Products to be defective in any way. lf the Customer fails to comply with these provisions, the Products shall be deemed to have been made and supplied correctly in merchantable quality and in accordance with these Conditions and the Order or Invoice, and accordingly to be free from any Defects.
    3. The Order Price is due and payable in full (without setoff, counterclaim or deduction) and the Customer is not entitled to a refund or credit in respect of the Order Price for any alleged Defects.
  12. DISCLAIMERS, COVENANTS AND ACKNOWLEDGEMENT
    1. The Customer acknowledges and agrees that the Supplier has not, at any time, made any promises, representations, warranties or guarantees regarding the Products or any other matter related to these Conditions, other than those contained within these Conditions or as required by Law.
    2. To the maximum extent permitted by Law, the Customer hereby disclaims any right to rescind, or cancel these Conditions or to sue for damages or to claim restitution arising out of any promise, representation, warranty, misrepresentation or guarantee made or allegedly made to it by any servant or agent of the Supplier and the Customer acknowledges that it buys the Products relying solely and in all respects upon his own skill and judgment.
    3. The Customer covenants and undertakes unto and in favour of the Supplier that the Customer is purchasing the Products for re-sale of the Products from the Customers store(s) or other retail outlet(s), to retail End Users only.
  13. GENERAL OBLIGATIONS IN RELATION TO THE PRODUCTS
    1. In addition to all its other obligations under these Conditions, the Customer must:
      1. immediately inform the Supplier of all Defects, warranty claims, End User complaints or other issues arising in relation to the Products and comply with the Supplier's reasonable directions in relation to those matters;
      2. not, without the Supplier's prior written consent, admit liability on behalf of the Supplier regarding any complaint or Claim, or attempt to resolve or settle any complaint or claim, made by an End User in relation to any Products;
      3. ensure that all Products warranties or other terms and conditions relating to the Products and issued by the Supplier are provided to the End Users in a manner that ensures that such warranties and terms and conditions are binding on the End Users; and
      4. comply with all applicable Laws.
    2. The Customer acknowledges that any Defects will be dealt with by the Supplier as directed by, and in accordance with the returns and Defects policy of the relevant Manufacturer of the Products.
  14. STORAGE AND RESALE OF THE PRODUCTS
    1. The Customer will be responsible for providing suitable storage facilities for the Products. Until such time as title to the Products has passed to the Customer, the Customer must:
      1. store the Products properly including keeping the Products safe from heat, moisture, compression and impact damage;
      2. not alter, obscure, remove, conceal or otherwise interfere with any markings, name plates or other indication of ownership which may have been placed on the Products by the Supplier;
      3. keep the Products free and clear of all Encumbrances (except in favour of the Supplier).
  15. LIMITATIONS ON LIABILITY
    1. Subject to this clause 15 and to the maximum extent permitted by Law, unless otherwise set out in these Conditions, a party (Party 1) is not liable to any other party (Relevant Party) or to any other person for:
      1. any loss or damage of any kind caused by or resulting from any act or omission of the Relevant Party or any of its employees, agents or contractors; or
      2. any loss of profits or anticipated profits, economic loss, loss of business opportunity, loss or damage resulting from wasted management time or any special, incidental, indirect or other consequential loss or damage, even if notified of the possibility of that potential loss or damage and irrespective of whether it is due to negligence, breach of contract or any other cause.
    2. Any guarantee, representation, warranty, condition or undertaking that would be implied in these Conditions by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by Law.
    3. Nothing in these Conditions excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred on the Customer by the Australian Consumer Law or any other applicable Law that cannot be excluded, restricted or modified.
    4. To the maximum extent permitted by Law, the Supplier's liability for a breach of a non-excludable guarantee, condition or warranty referred to in clause 3 is limited, at the Supplier's option, to:
      1. the replacement of the Products or the resupply of equivalent Products;
      2. the repair of the Products;
      3. the payment of the cost of replacing the Products or of acquiring equivalent Products; or
      4. the payment of the cost of having the Products repaired.
    5. Notwithstanding any other provision in this clause, credit will be issued, or a refund granted, to a Customer when a Product is returned, if the Supplier is required to do so under the Australian Consumer Law.
    6. Subject to this clause 6, the maximum aggregate liability of the Supplier to the Customer for all proven losses, damages and claims arising out of these Conditions, including liability for breach, in negligence or in tort or for any other common law or statutory action is limited to an amount equal to the value of the Products the subject of the relevant Claim.
    7. The Customer must indemnify the Supplier against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Supplier or which the Supplier may pay, sustain or incur as a direct or indirect result of any one or more of the following:
      1. any breach or non-performance of these Conditions by the Customer, including any breach of a warranty;
      2. any breach by the Customer of any guarantee, condition, warranty, right or remedy given by the Customer to another person either expressly or arising by operation of the Australian Consumer Law or any other applicable Law;
      3. any claim by any third person arising out of a breach of the Customer's obligations and responsibilities under these Conditions;
      4. any wrongful, wilful or negligent act or omission of the Customer or any of its employees, agents or contractors;
      5. the storage, handling or use of any Product sold under or in connection with these Conditions, except to the extent that the relevant action, claim, proceeding, demand, liability, loss, damage, expense or cost was caused by the wrongful, wilful or negligent act or omission of the Supplier or any of its employees;
      6. any action, claim or demand made upon the Supplier (or any of its officers, agents or employees) or a Controller (whether acting as agent of the Customer or the Supplier) or arising out of any Encumbrance under these Conditions, in respect of the Customer's property or the exercise or non-exercise of any right, power or discretion;
      7. the exercise, non-exercise, attempted exercise or delay in exercise of any right, power or discretion whether consequent upon or arising out of the occurrence of an Event of Default or otherwise;
      8. the appointment and maintenance of the appointment of a Controller and the exercise of any right, power or discretion by a Controller (whether acting as agent of the Customer or the Supplier); and
      9. any injury or loss sustained by any person who is employed or engaged by the Customer as an employee, agent or contractor for the purpose of (possibly among other things) the performance by the Customer of its obligations under these Conditions and who suffers any injury or loss arising out of or in the course of such employment or engagement.
  16. DEFAULT
    1. Interest on overdue Invoices will accrue daily from the date when payment becomes due until the date of payment thereof, at a rate of 2.0% compounding interest per calendar month.
    2. If the Customer defaults in payment of any Invoice when due, the Customer indemnifies and holds harmless the Supplier from and against any and all of the Supplier’s costs, expenses and disbursements relating to such default, including all legal costs on a solicitor and own client basis and in addition all of the Supplier’s nominee’s costs of collection (and any additional amounts owing by the Supplier to the Manufacturer as a result in the Customer's payment default).
    3. Without prejudice to any other remedies the Supplier may have and without affecting the Customer's other obligations, if at any time the Customer is in breach or default of any of its obligations (including without limitation, those relating to payment of any previous invoices), the Supplier:
      1. may suspend or terminate the supply of Products to the Customer and any of its other obligations under these Conditions;
      2. re-take possession of any Products for which title has not passed from the Supplier to the Customer in accordance with clause19; or
      3. terminate these Conditions immediately by notice in writing to the Customer.
    4. The Supplier is not Liable to the Customer for any loss or damage the Customer suffers or incurs because the Supplier exercises its rights under clause 3.
    5. If any account remains unpaid at the end of the second month after the invoice payment due date of any Products, the Supplier may charge the Customer up to $100.00 (in its absolute discretion) for administration fees which sum shall become immediately due and payable in addition to the interest payable under clause 1.
    6. For the purpose of this clause 16, an Event of Default occurs when:
      1. any money payable by the Customer becomes overdue, or in the Supplier's opinion the Customer will be unable to meet its payment obligations as they fall due; or
      2. a party suffers an Insolvency Event.
    7. If an Event of Default, other than an Insolvency Event, occurs the Supplier may give a notice (Default Notice) to the Customer specifying the Event of Default and requiring the Relevant Party to remedy the default within 5 Business Days after the Default Notice is given to the Relevant Party.
    8. If the Customer receives a Default Notice and does not comply with the notice within the relevant period referred to in clause 7 or either party is the subject of an Insolvency Event, then the other party, without limiting its other rights and remedies, may terminate these Conditions by giving notice with immediate effect (Termination Notice).
  17. CONSEQUENCES OF TERMINATION
    1. Subject to this clause 17, on the termination of these Conditions, the Conditions are at an end as to their future operation except for the enforcement of any right or Claim that arises on, or has arisen before, the termination.
    2. If these Conditions expire or are terminated for any reason then all Orders (whether or not accepted by the Supplier at the time of termination and whether submitted under these Conditions or otherwise) will be automatically cancelled, except to the extent otherwise directed in writing by the Supplier and if so must be accepted and paid for by the Customer, subject to the terms of these Conditions.
    3. In addition to the specific clauses referred to in clause 4, the obligations under these Conditions which are expressed to or, by their nature, survive expiry or termination of these Conditions, will survive expiry or termination of these Conditions and are enforceable at any time at law or in equity.
  18. FORCE MAJEURE
    1. The Supplier's obligations will be suspended during the time and to the extent that the Supplier is prevented from or delayed in complying with those obligations as a result of a Force Majeure Event.
    2. If the Supplier is affected by a Force Majeure Event, it must:
      1. as soon as reasonably possible after being affected give the Customer particulars of the Force Majeure Event and the manner in which the Supplier's performance of its obligations will be prevented or delayed; and
      2. take reasonable steps to remove, overcome or minimise the effects of the Force Majeure Event, except that the Supplier is not obliged to settle a strike, lockout or other labour difficulty.
  19. TITLE AND REPOSSESSION
    1. Title to the Products remains with the Seller until all money due to be paid by the Customer to the Supplier in respect of those Products is paid in full (in cash or cleared funds).
    2. In the event of a failure by the Customer to pay in full an amount due and payable to the Supplier, the Supplier may, in its sole discretion, and to the extent permitted by Law, repossess the Products.
  20. PERSONAL INFORMATION
    1. The Customer acknowledges and agrees any Personal Information (Information) provided by the Customer (whether Information of the Customer or another individual which the Customer has the necessary consents to provide) may be collected and used by the Supplier for the purposes contemplated by these Conditions, its Privacy Policy (which can be found at https://www.jarviswalker.com.au/privacy-policy), the Privacy Act and the following purposes, to:
      1. manage the Customer's Trading Account;
      2. provide the Customer with the Products;
      3. assess any request for credit by the Customer;
      4. notify other credit providers of a default by the Customer;
      5. exchange information with other creditor providers as to the status of the Customer's Trading Account, where the Customer is in default with other credit providers;
      6. asses the credit worthiness of the Customer and/or Guarantor;
      7. market the Products by the Supplier, its agents or distributors;
      8. analyse, verify and/or check the Customer's credit, payment and/or status in relation to the provision of the Products;
      9. process any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and
      10. enable the daily operation of the Customer's account and/or the collection of amounts outstanding in the Customer's Trading Account.
    2. The Customer agrees that by entering into these Conditions, the Customer has read the Privacy Policy, understood its contents and consented to its requirements.
    3. The Customer must ensure that it has provided any appropriate notifications and procured any necessary consents or authorisations, to allow the Supplier to collect the Information provided to the Supplier by or on behalf of the Customer in connection with these Conditions and to use that Information as contemplated by these Conditions, the Supplier's Privacy Policy and in accordance with the Privacy Act.
    4. The Supplier may collect Information from third parties such as other importers and distributors in the recreational fishing industry.
    5. The Supplier may disclose Information to its service providers.
    6. The Supplier is likely to disclose Information overseas to third parties located in Europe and the United Kingdom.
    7. If the Customer does not provide Information as requested, the Supplier may not be able to provide the Customer with the Products or establish the Customer's Trading Account.
    8. Please contact Ben Scales on 03 8787 6900 in relation to any queries about the manner in which Information is handled by the Supplier.
  21. GST
    1. In this clause 21:
      1. the expressions Consideration, GST, Input Tax Credit, Recipient, Supply, Tax Invoice and Taxable Supply have the meanings given to those expressions in the GST Act; and
      2. GST means any party treated by the GST Act as making a Supply under these Conditions.
    2. Unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with these Conditions are exclusive of GST.
    3. If GST is imposed on any Supply made under or in accordance with these Conditions, the Recipient of the Taxable Supply must pay to the GST an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment.
    4. Payment of the additional amount must be made at the same time as payment for the Taxable Supply is required to be made under these Conditions.
    5. If these Conditions require a party (the First Party) to pay for, reimburse, set off or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by the other party (the Other Party), the amount required to be paid, reimbursed, set off or contributed by the First Party will be the sum of:
      1. the amount of the Reimbursable Expense net of Input Tax Credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense (Net Amount); and
      2. if the Other Party's recovery from the First Party is a Taxable Supply, any GST payable in respect of that Supply,
    6. so that after the Other Party meets the GST liability, it retains the Net Amount.
  22. CONFIDENTIALITY
    1. Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of the other party (Disclosing Party) acknowledges that the Disclosing Party's Confidential Information is the property of and confidential to or a trade secret of the Disclosing Party. Subject to clause 2, the Receiving Party must:
      1. keep the Disclosing Party's Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
      2. take all reasonable steps to secure and keep secure all of the Disclosing Party's Confidential Information coming into its possession or control; and
      3. not deliberately memorise, use, modify, reverse engineer or make copies, notes or records of the Disclosing Party's Confidential Information for any purposes other than in connection with the performance by the Receiving Party of its obligations under these Conditions.
    2. The obligations of confidentiality under clause 1 do not apply to any information that:
      1. is authorised to be disclosed under these Conditions;
      2. is generally available to the public (other than by reason of a breach of these Conditions); or
      3. is required to be disclosed under any applicable Law.
  23. GENERAL
    1. If there is any inconsistency between the terms set out in an Order accepted by the Supplier and the terms of these Conditions, the terms of the Order prevail to the extent of the inconsistency.
    2. These Conditions contain the entire understanding between the parties concerning the subject matter of these Conditions and supersedes, terminates and replaces all prior agreements and communications between the parties concerning that subject matter.
    3. If any provision of these Conditions is held to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions of these Conditions shall not thereby be affected, prejudiced or impaired.
    4. These Conditions and all of the Products supplied by the Supplier are subject to the laws of Victoria and the Supplier takes no responsibility for changes in any Law which affect the Products supplied. The parties hereby irrevocably consent to the exclusive jurisdiction of the Courts of Victoria.
    5. The Customer shall not set off against or make any deduction against the Order Price, any amount/s due from the Supplier, if any.
    6. The Supplier may license, assign or sub-contract all or any part of its rights and obligations arising under these Conditions or the supply of the Products without the Customer’s consent.
    7. The Customer cannot license, assign or sub-contract all or any part of its rights and obligations arising under these Conditions or the supply of Products without the Customer’s prior written consent.
    8. Unless these Conditions expressly provides otherwise, nothing in these Conditions may be construed as creating a relationship of partnership, principal and agent or of trustee and beneficiary.
    9. Any notice or other communication to or by a party under these Conditions may be given by personal service, post, facsimile or email; and must be in writing, legible and in English addressed (depending on the manner in which it is given) as set out in an Order or to any other address last notified by the party to the sender by notice given in accordance with this clause.
    10. The Supplier reserves the right to review these Conditions at any time and from time to time. If following any such review, there is to be any change in any of the Conditions that change will take effect from the date on which the Supplier notifies the Customer of such change, in respect of all Orders made after this date.
    11. The Supplier may, at its sole discretion, decline to do future business and decline any future Order(s) from the Customer for any reason whatsoever without assigning any reason.
    12. The parties acknowledge that, except as expressly stated in these Conditions, that party has not relied on any representation, warranty, guarantee or undertaking of any kind made by or on behalf of another party in relation to the subject matter of these Conditions.

JW International - TERMS AND CONDITIONS

 

GENERAL CONDITIONS OF SUPPLY

  1. OPERATION
    1. These terms and conditions form part of any agreement by JW International Pty Ltd (the Supplier) to supply Product to the Customer.
    2. By taking delivery of Products, the Customer will be deemed to agree that these Conditions will apply to the exclusion of all other terms.
  2. DEFINITIONS
    1. "Approved Credit Limit" means the total amount of credit which may be extended by the Supplier to the Customer from time to time, as notified by the Supplier to the Customer in writing.
    2. "Australian Consumer Law" means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
    3. "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in Victoria.
    4. "Claim" includes a claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Conditions or otherwise.
    5. “Conditions” means these Terms and Conditions of the Supplier and includes any background, schedule, variations or annexures.
    6. "Confidential Information" means the terms and existence of these Conditions and all information belonging or related to a party to these Conditions, whether oral graphic, electronic, written or in any other form, that is:
      1. or should reasonably be regarded as, confidential to the party to whom it belongs or relates; or
      2. not generally available to the public at the time of disclosure other than by reason of a breach of these Conditions.
    7. "Controller" has the same meaning as in the Corporations Act.
    8. "Corporations Act" means the Corporations Act 2001 (Cth).
    9. “Customer” means the person buying the Products or any person acting on behalf or with the authority of the person buying the Products from the Supplier (also described as the "Buyer" as described on any Order).
    10. "Defect" has the meaning given to that term in clause 11.1.
    11. "Encumbrance" means:
      1. any:
        1. legal or equitable interest or power created, arising in or reserved in or over an interest in any property or asset;
        2. security for payment of money, performance of obligations or protection against default (including a mortgage, bill of sale, charge, lien, pledge, trust, power or retention of title arrangement, right of set-off, assignment of income, garnishee order, monetary claim and flawed deposit arrangement); or
      2. any thing or preferential interest or arrangement of any kind giving a person priority or preference over claims or other persons with respect to any property or asset;
      3. a security interest as defined in PPSA and to which the PPSA applies; or
      4. any agreement or arrangement (whether legally binding or not) to grant or create anything referred to in paragraphs (a), (b) or (c);
    12. "End User" means a retail end-user of the Products ultimately purchased from the Customer.
    13. "Event of Default" has the meaning given to that term in clause 16.6.
    14. "Force Majeure Event" means any act, event or cause, other than a lack of funds:
      1. as a direct or indirect result of which, the party relying on it is prevented from or delayed in performing any of its obligations under these Conditions; and
      2. that is beyond the reasonable control of that party.
    15. “Products” means all Products supplied by the Supplier to the Customer and as may be described on any Order signed by the Customer or sale order confirmations issued by the Supplier.
    16. "Government Agency" means any government or any public, statutory, governmental (including a local government), semi-governmental, local governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute.
    17. "GST" has the meaning given to that term in the GST Act.
    18. "GST Act" means the A New Tax System (Products and Services Tax) Act 1999 (Cth).
    19. "Insolvency Event" means, in respect of a party, any one or more of the following events or circumstances:
      1. a winding up, dissolution, liquidation, provisional liquidation, administration or bankruptcy;
      2. having appointed to it or any of its property:
        1. a Controller receiver, receiver and manager, administrator, liquidator (whether provisional or otherwise) of that person or that person's property or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity; or
        2. anyone else who (whether or not as agent for the person) is in possession, or has control, of that person's property to enforce an Encumbrance;
      3. being unable to pay any of its debts as and when due and payable or being deemed to be insolvent under any provision of the Corporations Act or any other Law;
      4. seeking protection from its creditors under any Law, entering into a compromise, moratorium, assignment, composition or arrangement with, or for the benefit of, any of its members or creditors;
      5. any analogous event or circumstance to those described in paragraphs (a) to (d) under any Law; or
      6. taking any step or being the subject of any action that is preparatory to, or reasonably likely to result in, any of the above, unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation approved by the other party (which approval is not to be unreasonably withheld or delayed).
    20. "Law" means:
      1. principles of law or equity established by decisions of courts;
      2. statutes, regulations or by-laws of the Commonwealth, a State, a Territory or a Government Agency; and
      3. requirements and approvals (including conditions) of the Commonwealth, a State, a Territory or a Government Agency that have the force of law.
    21. "Liability" includes all liabilities, losses, damages, costs, interest, fees, penalties, fines, assessments, forfeiture and expenses of whatever description (whether actual, contingent or prospective) and "Liable" has a corresponding meaning.
    22. “Order” means any order form, paperwork or document issued by the Supplier to the Customer from time to time, describing the Products to be supplied by the Supplier to the Customer and signed by the Customer or accepted by the Customer by its conduct.
    23. "Order Price" means the sum of:
      1. the Price; plus
      2. GST; plus
      3. any applicable freight and transport charges; plus
      4. if the Customer pays by credit card, any merchant service fee (which as at 1 July 2020 is 1.8% for any payments made via Visa or Mastercard) charged by the card provider to the Supplier in respect of the relevant payment; plus
      5. any other amounts owing by the Customer to the Supplier under these Conditions.
    24. "Personal Information" has the meaning given in the Privacy Act.
    25. “Price” means the cost of the Products as agreed between the Supplier and the Customer and as set out in any Order, subject to clause 7.
    26. "Privacy Act" means the Privacy Act 1988 (Cth).
    27. "Trading Account" means any trading account with the Supplier in the name of the Customer from time to time.
  3. INTERPRETATION

    In these Conditions, unless the context requires otherwise:

    1. the singular includes the plural and vice versa and a gender includes the other genders;
    2. the headings are used for convenience only and do not affect the interpretation of these Conditions;
    3. other grammatical forms of defined words or expressions have corresponding meanings;
    4. a reference to a party is to a party to these Conditions and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
    5. if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
    6. the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not;
    7. a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
    8. wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";
    9. money amounts are stated in Australian currency unless otherwise specified;
    10. a reference to time is to Sydney, New South Wales, Australia time; and
    11. any agreements, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and separately;
  4. ORDERS
    1. The Customer must order the Products by completing and signing an Order (and submitted it to the Supplier) by any method approved by the Supplier from time to time.
    2. The Supplier is not bound by an Order unless and until it:
      1. notifies the Customer of its acceptance of the Order; or
      2. commences performance of the Order.
    3. To the fullest extent permitted by Law, the Supplier is not obliged to accept any Order. If the Supplier accepts an Order, the parties must comply with that Order in accordance with these Conditions.
    4. Any documentation provided by the Customer to the Supplier does not form part of these Conditions (or any Order) unless those terms are expressly accepted by the Supplier in writing (and then only to the extent they relate to the relevant Order to which the Supplier has accepted a change in these Conditions).
    5. Where more than one Customer is listed on an Order, the Customer’s will be jointly and severally liable for all payments of the Price and performance of the Customer‘s obligations under these Conditions.
    6. The Customer acknowledges that none of the Supplier’s employees, agents or representatives are authorised to make any representations, statements, conditions, agreements or guarantees in respect of any Order or the Products other than as set out in these Conditions (Unauthorised Statement) and to the extent any Unauthorised Statement is made, the Supplier is not bound by that Unauthorised Statement.
  5. THE PRODUCTS
    1. The Products are supplied as described on the relevant Order and Invoice, or any other such documents as provided by the Supplier to the Customer in respect of the relevant Order.
    2. The Supplier is not responsible or Liable for any shortages in quantity, or any errors or omissions in the Products if the Products are supplied to the Customer materially in accordance with the Order.
    3. The Products are deemed to be of merchantable quality if they are made and provided to the Customer in accordance with the Order, invoices and/or sale order confirmations and the Customer does not notify the Supplier otherwise in accordance with clause 11.
    4. All technical information (including drawings, specifications, catalogues, illustrations and particulars or weight and dimensions) regarding the Products supplied by the Supplier to the Customer are approximate only.
    5. The Supplier may at any time change any or all of the specifications, method of manufacture or design of any of its Products.
    6. Where the Supplier has updated the specifications, method of manufacture or design of any of its Products since an Order has been placed by a Customer, the Customer is obliged to accept Products as delivered in fulfilment of its Order for Products of any earlier specifications, method of manufacture or design.
  6. CUSTOMER'S ACKNOWLEDGMENT
    1. Subject to clause 8, the Customer duly accepts and acknowledges that once an Order is accepted by the Supplier:
      1. that Order cannot be cancelled, revoked, or discontinued in any manner unless agreed to in writing by the Supplier;
      2. the Customer will unconditionally accept delivery of the Products; and
      3. the Price for the Products set out in the Order will be due and payable to the Supplier in accordance with clause 7.
    2. For the avoidance of doubt, the Supplier will not (and has no obligation to) accept cancellation of any Order if:
      1. the Supplier is unable to cancel the Order with the relevant manufacturer of the Products (Manufacturer); or
      2. the Products the subject of that Order have commenced production with the relevant Manufacturer.
    3. The Customer also acknowledges that the Supplier may engage or employ any person, sub-contractor or agent at its sole discretion to perform any of its obligations under these Conditions.
  7. PRICE AND PAYMENT
    1. The Price will be as indicated on invoices provided by the Supplier to the Customer in respect of Products supplied, or as otherwise nominated by the Supplier in writing prior to or at the same time as placement of an Order by the Customer (plus GST).
    2. On delivery of an Order, the Supplier must provide an invoice to the Customer for the amount payable under these Conditions for the Products the subject of that Order (Invoice).
    3. Time for payment for the Products is of the essence and subject to clause 7.4, payment for the Products must be made by the Customer as follows:
      1. on delivery of the relevant Order, except to the extent clause 7.3(b) applies; or
      2. if either:
        1. the sum of all amounts (including the amount of the Invoice relating to those Products) owing by the Customer to the Supplier at that time does not exceed the Approved Credit Limit; or
        2. the Supplier has otherwise agreed in writing to supply the Products to the Customer on credit,

        then the Customer must pay the Supplier the amount of that Invoice on or before the date that is 30 days from invoice month end or as stipulated on the invoice as the due date

    4. Payments must be made in cleared funds by cash, cheque, bank cheque, credit card, direct credit, or by any other method as agreed between the Customer and the Supplier.
  8. DELIVERY OF THE PRODUCTS
    1. The Supplier will use its best endeavours to procure that delivery of the Products is made to the Customer’s nominated address on the relevant Order (Delivery Address) within the date specified in the Order (Nominated Date). The Customer must make all arrangements necessary to take delivery of the Products at the Delivery Address on the Nominated Date.
    2. Delivery of the Products to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of these Conditions.
    3. Failure of the Supplier to deliver an Order to the Delivery Address by the Nominated Date will not entitle either party to treat these Conditions as repudiated.
    4. The Supplier will use all reasonable endeavours to deliver the Products on the Nominated Date but in no circumstances will the Supplier be Liable for any loss or damage whatsoever suffered or incurred by the Customer, due to failure by the Supplier to deliver the Products (or any part thereof) promptly at times previously indicated by the Supplier or set out in the Order.
    5. The Supplier is not responsible for arranging the unloading of the Products at the Delivery Address, unless otherwise agreed by the Supplier (at the Customer's request).
  9. PARTIAL OR LATE DELIVERY
    1. If the Supplier is unable to fulfil any Order in its entirety, the Supplier may deliver or make available for collection any portion of the ordered Products and may otherwise invoice the Customer for that portion of the ordered Products in accordance with clause 7.
    2. The Supplier will not be liable for any Liability or inconvenience of any kind incurred, sustained or suffered by the Customer as a result of:
      1. any failure by the Supplier to have the ordered Products or any part of them delivered to the Delivery Address; or
      2. any cancellation by the Supplier of an Order.
  10. RISK AND INSURANCE The risk of loss or damage to the Products is transferred from the Supplier to the Customer at the time of delivery of the Products to the Customer.
  11. ERRORS AND OMISSIONS
    1. The Customer must inspect the Products on delivery and must within seven (7) days of delivery notify the Supplier of any alleged material damage, defect, shortage in quantity, errors, or omissions not in compliance with the invoice or Order (Defects).
    2. The Customer must provide the Supplier an opportunity to inspect the Products within a reasonable time following delivery if the Customer believes the Products to be defective in any way. lf the Customer fails to comply with these provisions, the Products shall be deemed to have been made and supplied correctly in merchantable quality and in accordance with these Conditions and the Order or Invoice, and accordingly to be free from any Defects.
    3. The Order Price is due and payable in full (without setoff, counterclaim or deduction) and the Customer is not entitled to a refund or credit in respect of the Order Price for any alleged Defects.
  12. DISCLAIMERS, COVENANTS AND ACKNOWLEDGEMENT
    1. The Customer acknowledges and agrees that the Supplier has not, at any time, made any promises, representations, warranties or guarantees regarding the Products or any other matter related to these Conditions, other than those contained within these Conditions or as required by Law.
    2. To the maximum extent permitted by Law, the Customer hereby disclaims any right to rescind, or cancel these Conditions or to sue for damages or to claim restitution arising out of any promise, representation, warranty, misrepresentation or guarantee made or allegedly made to it by any servant or agent of the Supplier and the Customer acknowledges that it buys the Products relying solely and in all respects upon his own skill and judgment.
    3. The Customer covenants and undertakes unto and in favour of the Supplier that the Customer is purchasing the Products for re-sale of the Products from the Customers store(s) or other retail outlet(s), to retail End Users only.
  13. GENERAL OBLIGATIONS IN RELATION TO THE PRODUCTS
    1. In addition to all its other obligations under these Conditions, the Customer must:
      1. immediately inform the Supplier of all Defects, warranty claims, End User complaints or other issues arising in relation to the Products and comply with the Supplier's reasonable directions in relation to those matters;
      2. not, without the Supplier's prior written consent, admit liability on behalf of the Supplier regarding any complaint or Claim, or attempt to resolve or settle any complaint or claim, made by an End User in relation to any Products;
      3. ensure that all Products warranties or other terms and conditions relating to the Products and issued by the Supplier are provided to the End Users in a manner that ensures that such warranties and terms and conditions are binding on the End Users; and
      4. comply with all applicable Laws.
    2. The Customer acknowledges that any Defects will be dealt with by the Supplier as directed by, and in accordance with the returns and Defects policy of the relevant Manufacturer of the Products.
  14. STORAGE AND RESALE OF THE PRODUCTS
    1. The Customer will be responsible for providing suitable storage facilities for the Products. Until such time as title to the Products has passed to the Customer, the Customer must:
      1. store the Products properly including keeping the Products safe from heat, moisture, compression and impact damage;
      2. not alter, obscure, remove, conceal or otherwise interfere with any markings, name plates or other indication of ownership which may have been placed on the Products by the Supplier;
      3. keep the Products free and clear of all Encumbrances (except in favour of the Supplier).
  15. LIMITATIONS ON LIABILITY
    1. Subject to this clause 15 and to the maximum extent permitted by Law, unless otherwise set out in these Conditions, a party (Party 1) is not liable to any other party (Relevant Party) or to any other person for:
      1. any loss or damage of any kind caused by or resulting from any act or omission of the Relevant Party or any of its employees, agents or contractors; or
      2. any loss of profits or anticipated profits, economic loss, loss of business opportunity, loss or damage resulting from wasted management time or any special, incidental, indirect or other consequential loss or damage, even if notified of the possibility of that potential loss or damage and irrespective of whether it is due to negligence, breach of contract or any other cause.
    2. Any guarantee, representation, warranty, condition or undertaking that would be implied in these Conditions by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by Law.
    3. Nothing in these Conditions excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred on the Customer by the Australian Consumer Law or any other applicable Law that cannot be excluded, restricted or modified.
    4. To the maximum extent permitted by Law, the Supplier's liability for a breach of a non-excludable guarantee, condition or warranty referred to in clause 15.3 is limited, at the Supplier's option, to:
      1. the replacement of the Products or the resupply of equivalent Products;
      2. the repair of the Products;
      3. the payment of the cost of replacing the Products or of acquiring equivalent Products; or
      4. the payment of the cost of having the Products repaired.
    5. Notwithstanding any other provision in this clause, credit will be issued, or a refund granted, to a Customer when a Product is returned, if the Supplier is required to do so under the Australian Consumer Law.
    6. Subject to this clause 15.6, the maximum aggregate liability of the Supplier to the Customer for all proven losses, damages and claims arising out of these Conditions, including liability for breach, in negligence or in tort or for any other common law or statutory action is limited to an amount equal to the value of the Products the subject of the relevant Claim.
    7. The Customer must indemnify the Supplier against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Supplier or which the Supplier may pay, sustain or incur as a direct or indirect result of any one or more of the following:
      1. any breach or non-performance of these Conditions by the Customer, including any breach of a warranty;
      2. any breach by the Customer of any guarantee, condition, warranty, right or remedy given by the Customer to another person either expressly or arising by operation of the Australian Consumer Law or any other applicable Law;
      3. any claim by any third person arising out of a breach of the Customer's obligations and responsibilities under these Conditions;
      4. any wrongful, wilful or negligent act or omission of the Customer or any of its employees, agents or contractors;
      5. the storage, handling or use of any Product sold under or in connection with these Conditions, except to the extent that the relevant action, claim, proceeding, demand, liability, loss, damage, expense or cost was caused by the wrongful, wilful or negligent act or omission of the Supplier or any of its employees;
      6. any action, claim or demand made upon the Supplier (or any of its officers, agents or employees) or a Controller (whether acting as agent of the Customer or the Supplier) or arising out of any Encumbrance under these Conditions, in respect of the Customer's property or the exercise or non-exercise of any right, power or discretion;
      7. the exercise, non-exercise, attempted exercise or delay in exercise of any right, power or discretion whether consequent upon or arising out of the occurrence of an Event of Default or otherwise;
      8. the appointment and maintenance of the appointment of a Controller and the exercise of any right, power or discretion by a Controller (whether acting as agent of the Customer or the Supplier); and
      9. any injury or loss sustained by any person who is employed or engaged by the Customer as an employee, agent or contractor for the purpose of (possibly among other things) the performance by the Customer of its obligations under these Conditions and who suffers any injury or loss arising out of or in the course of such employment or engagement.
  16. DEFAULT
    1. Interest on overdue Invoices will accrue daily from the date when payment becomes due until the date of payment thereof, at a rate of 2.0% compounding interest per calendar month.
    2. If the Customer defaults in payment of any Invoice when due, the Customer indemnifies and holds harmless the Supplier from and against any and all of the Supplier’s costs, expenses and disbursements relating to such default, including all legal costs on a solicitor and own client basis and in addition all of the Supplier’s nominee’s costs of collection (and any additional amounts owing by the Supplier to the Manufacturer as a result in the Customer's payment default).
    3. Without prejudice to any other remedies the Supplier may have and without affecting the Customer's other obligations, if at any time the Customer is in breach or default of any of its obligations (including without limitation, those relating to payment of any previous invoices), the Supplier:
      1. may suspend or terminate the supply of Products to the Customer and any of its other obligations under these Conditions;
      2. re-take possession of any Products for which title has not passed from the Supplier to the Customer in accordance with clause19; or
      3. terminate these Conditions immediately by notice in writing to the Customer.
    4. The Supplier is not Liable to the Customer for any loss or damage the Customer suffers or incurs because the Supplier exercises its rights under clause 16.3.
    5. If any account remains unpaid at the end of the second month after the invoice payment due date of any Products, the Supplier may charge the Customer up to $100.00 (in its absolute discretion) for administration fees which sum shall become immediately due and payable in addition to the interest payable under clause 16.1.
    6. For the purpose of this clause 16, an Event of Default occurs when:
      1. any money payable by the Customer becomes overdue, or in the Supplier's opinion the Customer will be unable to meet its payment obligations as they fall due; or
      2. a party suffers an Insolvency Event.
    7. If an Event of Default, other than an Insolvency Event, occurs the Supplier may give a notice (Default Notice) to the Customer specifying the Event of Default and requiring the Relevant Party to remedy the default within 5 Business Days after the Default Notice is given to the Relevant Party.
    8. If the Customer receives a Default Notice and does not comply with the notice within the relevant period referred to in clause 16.7 or either party is the subject of an Insolvency Event, then the other party, without limiting its other rights and remedies, may terminate these Conditions by giving notice with immediate effect (Termination Notice).
  17. CONSEQUENCES OF TERMINATION
    1. Subject to this clause 17, on the termination of these Conditions, the Conditions are at an end as to their future operation except for the enforcement of any right or Claim that arises on, or has arisen before, the termination.
    2. If these Conditions expire or are terminated for any reason then all Orders (whether or not accepted by the Supplier at the time of termination and whether submitted under these Conditions or otherwise) will be automatically cancelled, except to the extent otherwise directed in writing by the Supplier and if so must be accepted and paid for by the Customer, subject to the terms of these Conditions.
    3. In addition to the specific clauses referred to in clause 17.4, the obligations under these Conditions which are expressed to or, by their nature, survive expiry or termination of these Conditions, will survive expiry or termination of these Conditions and are enforceable at any time at law or in equity.
  18. FORCE MAJEURE
    1. The Supplier's obligations will be suspended during the time and to the extent that the Supplier is prevented from or delayed in complying with those obligations as a result of a Force Majeure Event.
    2. If the Supplier is affected by a Force Majeure Event, it must:
      1. as soon as reasonably possible after being affected give the Customer particulars of the Force Majeure Event and the manner in which the Supplier's performance of its obligations will be prevented or delayed; and
      2. take reasonable steps to remove, overcome or minimise the effects of the Force Majeure Event, except that the Supplier is not obliged to settle a strike, lockout or other labour difficulty.
  19. TITLE AND REPOSSESSION
    1. Title to the Products remains with the Seller until all money due to be paid by the Customer to the Supplier in respect of those Products is paid in full (in cash or cleared funds).
    2. In the event of a failure by the Customer to pay in full an amount due and payable to the Supplier, the Supplier may, in its sole discretion, and to the extent permitted by Law, repossess the Products.
  20. PERSONAL INFORMATION
    1. The Customer acknowledges and agrees any Personal Information (Information) provided by the Customer (whether Information of the Customer or another individual which the Customer has the necessary consents to provide) may be collected and used by the Supplier for the purposes contemplated by these Conditions, its Privacy Policy (which can be found at https://www.jarviswalker.com.au/privacy-policy), the Privacy Act and the following purposes, to:
      1. manage the Customer's Trading Account;
      2. provide the Customer with the Products;
      3. assess any request for credit by the Customer;
      4. notify other credit providers of a default by the Customer;
      5. exchange information with other creditor providers as to the status of the Customer's Trading Account, where the Customer is in default with other credit providers;
      6. asses the credit worthiness of the Customer and/or Guarantor;
      7. market the Products by the Supplier, its agents or distributors;
      8. analyse, verify and/or check the Customer's credit, payment and/or status in relation to the provision of the Products;
      9. process any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and
      10. enable the daily operation of the Customer's account and/or the collection of amounts outstanding in the Customer's Trading Account.
    2. The Customer agrees that by entering into these Conditions, the Customer has read the Privacy Policy, understood its contents and consented to its requirements.
    3. The Customer must ensure that it has provided any appropriate notifications and procured any necessary consents or authorisations, to allow the Supplier to collect the Information provided to the Supplier by or on behalf of the Customer in connection with these Conditions and to use that Information as contemplated by these Conditions, the Supplier's Privacy Policy and in accordance with the Privacy Act.
    4. The Supplier may collect Information from third parties such as other importers and distributors in the recreational fishing industry.
    5. The Supplier may disclose Information to its service providers.
    6. The Supplier is likely to disclose Information overseas to third parties located in Europe and the United Kingdom.
    7. If the Customer does not provide Information as requested, the Supplier may not be able to provide the Customer with the Products or establish the Customer's Trading Account.
    8. Please contact Ben Scales on 03 8787 6900 in relation to any queries about the manner in which Information is handled by the Supplier.
  21. GST
    1. In this clause 21:
      1. the expressions Consideration, GST, Input Tax Credit, Recipient, Supply, Tax Invoice and Taxable Supply have the meanings given to those expressions in the GST Act; and
      2. GST means any party treated by the GST Act as making a Supply under these Conditions.
    2. Unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with these Conditions are exclusive of GST.
    3. If GST is imposed on any Supply made under or in accordance with these Conditions, the Recipient of the Taxable Supply must pay to the GST an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment.
    4. Payment of the additional amount must be made at the same time as payment for the Taxable Supply is required to be made under these Conditions.
    5. If these Conditions require a party (the First Party) to pay for, reimburse, set off or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by the other party (the Other Party), the amount required to be paid, reimbursed, set off or contributed by the First Party will be the sum of:
      1. the amount of the Reimbursable Expense net of Input Tax Credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense (Net Amount); and
      2. if the Other Party's recovery from the First Party is a Taxable Supply, any GST payable in respect of that Supply, so that after the Other Party meets the GST liability, it retains the Net Amount.
  22. CONFIDENTIALITY
    1. Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of the other party (Disclosing Party) acknowledges that the Disclosing Party's Confidential Information is the property of and confidential to or a trade secret of the Disclosing Party. Subject to clause 22.2, the Receiving Party must:
      1. keep the Disclosing Party's Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
      2. take all reasonable steps to secure and keep secure all of the Disclosing Party's Confidential Information coming into its possession or control; and
      3. not deliberately memorise, use, modify, reverse engineer or make copies, notes or records of the Disclosing Party's Confidential Information for any purposes other than in connection with the performance by the Receiving Party of its obligations under these Conditions.
    2. The obligations of confidentiality under clause 22.1 do not apply to any information that:
      1. is authorised to be disclosed under these Conditions;
      2. is generally available to the public (other than by reason of a breach of these Conditions); or
      3. is required to be disclosed under any applicable Law.
  23. GENERAL
    1. If there is any inconsistency between the terms set out in an Order accepted by the Supplier and the terms of these Conditions, the terms of the Order prevail to the extent of the inconsistency.
    2. These Conditions contain the entire understanding between the parties concerning the subject matter of these Conditions and supersedes, terminates and replaces all prior agreements and communications between the parties concerning that subject matter.
    3. If any provision of these Conditions is held to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions of these Conditions shall not thereby be affected, prejudiced or impaired.
    4. These Conditions and all of the Products supplied by the Supplier are subject to the laws of Victoria and the Supplier takes no responsibility for changes in any Law which affect the Products supplied. The parties hereby irrevocably consent to the exclusive jurisdiction of the Courts of Victoria.
    5. The Customer shall not set off against or make any deduction against the Order Price, any amount/s due from the Supplier, if any.
    6. The Supplier may license, assign or sub-contract all or any part of its rights and obligations arising under these Conditions or the supply of the Products without the Customer’s consent.
    7. The Customer cannot license, assign or sub-contract all or any part of its rights and obligations arising under these Conditions or the supply of Products without the Customer’s prior written consent.
    8. Unless these Conditions expressly provides otherwise, nothing in these Conditions may be construed as creating a relationship of partnership, principal and agent or of trustee and beneficiary.
    9. Any notice or other communication to or by a party under these Conditions may be given by personal service, post, facsimile or email; and must be in writing, legible and in English addressed (depending on the manner in which it is given) as set out in an Order or to any other address last notified by the party to the sender by notice given in accordance with this clause.
    10. The Supplier reserves the right to review these Conditions at any time and from time to time. If following any such review, there is to be any change in any of the Conditions that change will take effect from the date on which the Supplier notifies the Customer of such change, in respect of all Orders made after this date.
    11. The Supplier may, at its sole discretion, decline to do future business and decline any future Order(s) from the Customer for any reason whatsoever without assigning any reason.
    12. The parties acknowledge that, except as expressly stated in these Conditions, that party has not relied on any representation, warranty, guarantee or undertaking of any kind made by or on behalf of another party in relation to the subject matter of these Conditions.