Unitex International Terms and Conditions1. Supply of goods and provisions
1.1 Unitex will supply Goods to the Customer on the terms and conditions set out in this agreement, providing that the Customer complies with the terms in this agreement, or as varied by Unitex from time to time. The Customers acceptance of the Goods will be taken to be acceptance of this agreement.
1.2 This agreement will continue until terminated by either party by written notice notwithstanding Unitex may terminate it immediately by denying the supply of Goods to the Customer if the Customer is in breach of any of the conditions of this agreement.
2. General Terms
2.1 All orders are subject to approval. A current Account Application is required for new accounts and may be required for existing accounts prior to shipment. Unitex reserves the right to reject applications without cause or liability.
3.2 Invoices will be rendered by Unitex on delivery or upon dispatch of Goods and if credit has been granted the Customer must make payments strictly within 30 days of Unitex’s invoice date unless otherwise agreed in writing between Unitex and the Customer.
3.3 Unitex is entitled to charge the Customer:
a) any sales tax or GST, stamp duty, taxes or other government levy or charge payable in relation to the sale of Goods; and
b) all freight, transportation and delivery costs for the Goods
4. Property and Ownership
4.1 The legal and beneficial ownership of the Goods will remain with Unitex until payment in full has been made by the Customer for all monies due by the Customer on all individual contracts/invoices for the supply of Goods between Unitex and the Customer, and until that time;
a) the Customer will hold all Goods as bailee for Unitex;
b) the Customer irrevocably undertakes that Unitex ( its servants or agents) will have the right immediately (and without prejudice to any other rights Unitex may have) without notice or demand to immediately enter upon the Customer’s premises and retake possession and remove the Goods in the possession of the Customer or whosesoever situated with;
c) Where the Customer sells Goods for which it has not paid Unitex in full, the proceeds of the sale of those Goods will be paid into a separate account and the Customer will account to Unitex from this account for full payment for the goods; and
d) Unitex will be entitled to retain possession of any documents or certificates of registration ownership or otherwise evidencing title to the Goods.
Unitex will not under any circumstances be liable to the Customer or any other person or event related to or associated with the Customer for direct, indirect, consequential or incidental loss, costs, damages or expenses of whatsoever nature including but not limited to loss of profits, loss of savings other incidental or consequential damages arising out of or relating to the Goods including any default in the Goods unless such loss, costs, damages or expenses are caused by the breach or default of Unitex under these Conditions, in which Unitex’s liability will be limited to direct damages arriving out of such breach or default.
6. Delivery, Risk & Acceptance of Goods
6.2 The Customer must complete a Customer Returns Form for assessment by Unitex prior to sending back any Goods. If the Customer returns stock to Unitex without written approval, the Customer will be responsible for any freight or postage incurred and Unitex will not assess, replace or credit the Customer’s account for the Goods returned.
6.3 The Customer must upon delivery of Goods by a Nominated Courier, ensure that all Goods on the consignment note have been delivered. In the event of discrepancy between the consignment note and the number of Goods delivered, the Customer must record the discrepancy with the Nominated Courier. If Goods are accepted from the Nominated Carrier without the Customer noting the missing Goods, Unitex will not be held liable and the Customer will not make any claim against Unitex for Goods not received.
6.4 Unitex will use its best endeavors to comply with the Customers requests in terms of time frame for delivery. Any date accepted by Unitex for delivery of the Goods is an estimate and does not constitute a condition or warranty of the contract.
7. Retail Customer Claims
7.1 If a Retail Customer returns an item to the Customer which they deem to be faulty the Customer may only claim through Unitex if it is deemed to be a manufacturing fault. The Customer must complete and return to Unitex a Customer Returns Form.
7.2 Unitex will only review manufacturing faults when the Retail Customer returns Goods within 14 days of the purchase date. Wherever possible the item will be replaced. If a replacement cannot be made than a credit will be issued against the Customers account. Unitex reserves the right to inspect returned product. Unitex will inspect the product and contact the Customer with a result on the Retail Customer claim within a reasonable time. Any freight or postage incurred to return goods to Unitex is the responsibility of the Customer.
8. Dropship Customers
Where Unitex has offered a Dropship service to a Customer, the Customer agrees to be further bound and agree to the following conditions:
8.2. Shipping Times: Upon receipt of complete shipping details in the required CSV format, Unitex will dispatch orders within 1-5 business days or as agreed. Unitex will endeavor to ship items within this specified timeframe, however shipping times will be governed by clause 6.4 of this contract.
8.3. Issues with Delivery: The Customer is responsible for the freight cost of the, pickup and replacement of goods if necessary under the following circumstances:
b) the Retail Customer has changed their mind;
c) Customer error or misrepresentation of a product;
d) Retail Customer has given Authority to Leave (ATL) and Unitex has obtained a proof of delivery;
e) Incorrect item specified on the CSV Shipping file or PO;
f) insufficient contact information was provided and items were Returned to Sender; and
g) the Retail Customer has given Authority to Leave (ATL) and Unitex has obtained a proof of delivery;
9. Suspension of Delivery
In addition to any other rights which Unitex may have under these Conditions, Unitex may suspend deliveries on Goods should any monies, due by the Customer to Unitex remain unpaid from the date that payment is due.
10. Interest on Unpaid Monies
Interest at the rate of twelve (12%) per annum calculated daily may be applied to all amounts thirty (30+) days Overdue, payable until payment in full is received by Unitex. The Customer agrees that this rate is a genuine pre-estimate of the minimum loss liquidated damages which will be sustained by Unitex for non-payment in accordance with this Agreement.
If a breach occurs by the Customer of any terms of this agreement, the Customer will be liable to and indemnifies Unitex against all costs, charges, and expenses incurred by Unitex and consequence of that breach including but not limited to all legal costs, charges and expenses/fees incurred in the recovering of that debt.
If anything in this agreement is unenforceable, illegal or void it is severed to the extent it may be severed and the rest of the agreement remains in force.
13. Change of ownership
The Customer agrees to notify Unitex in writing of any change of ownership of the Customer within seven (7) days of such change and indemnifies the supplier against any loss or damage incurred by it as a result of the Customers failure to notify Unitex
14. Waiver and Remedies
Failure or delay in exercising any right on the part of Unitex under this agreement does not constitute a waiver of any right, power or privilege or of any breach or default by the Customer.
Ths agreement will be governed in accordance with the laws in force in New South Wales.
“Customer” means the person purchasing the goods from Unitex;
“Customer Returns Form” means the application form completed by the Customer applying for a return/exchange/credit from Unitex;
“Damaged in Transit” means goods that have been damaged while in transit to the Retail Customer;
“Dropship” means goods being sent directly from Unitex to the Retail Customer;
“Goods” means, floor coverings, rugs, stands, clips, and all other goods which are sold by Unitex;
“Lost in Transit” means goods that have been deemed unrecoverable by the courier service;
“Nominated Courier” means any courier nominated by Unitex to deliver the Goods to the Customer; ‘Overdue’ any account with Unitex for money payable that remains unpaid for a period of 30 days or any other period agreed in writing with the Customer and Unitex;
“Related Body Corporate” has the same definition as section 9 of the Corporations Act 2001;
“Retail Customer” means the Customers end buyer; and “Unitex” means Unitex International Pty Limited ACN 99805535690 and any Related Body Corporate, trust, or agency nominated by Unitex International.
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