TRADING TERMS & CONDITIONS OF NIEVOLE DISTRIBUTORS PTY LTD ABN 18 127 871 621
1. Specific Warnings: The Customer must ensure access to or use of Nievole’s website is not illegal or prohibited by laws which apply to the Customer. The Customer must take its own precautions to ensure that the process in which the Customer employs for accessing Nievole’s website does not expose the Customer to risk of viruses, malicious computer code or other forms of interference which may damage the Customer’s computer system. Nievole takes no responsibility for any damage which may arise in connection with the use of Nievole’s website or for the content or privacy practises associated with those websites. Nievole’s policy on the collection, use and disclosure of the Customer’s personal information is set out in its Privacy Statement.
2. These terms: These terms apply to each contract for a supply of products by Nievole to the Customer and prevail over any purchase terms the Customer may issue. These terms are subject to any special offer by Nievole, or as Nievole may agree in writing. The Customer’s failure to acknowledge these terms is not evidence that these terms do not apply. Placing an order on the account number allocated by Nievole is acceptance of these terms. Nievole may change these terms without notice to the Customer before Nievole accepts their order.
3. Products: Nievole may change its range of products on offer without prior notice.
4. Orders: Nievole may have a minimum order requirement as stated in a current price list. A Customer’s order is subject to Nievole’s acceptance, and Nievole may decline an order in full or only in part. After Nievole accepts an order, the Customer may not cancel the order, or delay delivery, unless Nievole agrees in writing.
5. Prices: Unless stated otherwise, prices stated in a current price list: (a) include usual packaging; (b) do not include GST; (c) exclude delivery to the Customer’s premises. Unless Nievole quoted a fixed price, it will invoice an order at current prices on the day of delivery, which prices may change without notice.
6. GST: Nievole may recover from the Customer any GST for which Nievole becomes liable by its supply of product to the Customer.
7. Tax invoice: On or as soon as practicable after a supply, Nievole will issue the Customer a tax invoice for that transaction. If the Customer disputes anything on the invoice, within 14 days of delivery the Customer must notify Nievole (giving reasonable details), failing which the Customer waives all rights to dispute that invoice.
8. Time for payment: The Customer must pay Nievole its invoice on or by the due date shown on the invoice unless Nievole is then extending credit to the Customer the limit of which is not exceeded by that or any other outstanding invoice to the Customer.
9. Late payment: If an invoice is not paid within time, Nievole may: (a) recover from the Customer interest at 15% per annum on the unpaid amount calculated on a daily basis from the due date until the date payment in full is made to Nievole; (b) reduce, suspend or terminate any credit account of the Customer; and / or (c) cancel or suspend delivery of other products yet to be delivered.
10. Payments in gross: Unless Nievole agrees in writing, the Customer may not deduct from an invoice amount any set off, counterclaim, rebates asserted by the Customer or other sum (including taxes, charges).
11. Credit account: Any credit Nievole extends to the Customer is on the basis of written information last provided to Nievole by or on behalf of the Customer. If that information changes materially, the Customer must within 2 working days advise Nievole in writing of the change (giving reasonable details). A credit account is personal to the Customer who applied for it, and not transferable to a third party. If Nievole is extending credit to the Customer, Nievole may reduce, suspend or terminate the credit facility at any time by notice to the Customer. A credit account terminates automatically if the Customer is reasonably believed by Nievole to be insolvent or to have ceased to trade, or if the Customer does not place an order with Nievole for 6 months. Within 7 days after being notified of a reduction / suspension / termination of the credit account, the Customer must pay to Nievole any amount owing to Nievole in excess of the current credit limit.
12. Warranties: A description of products accords with Australian trade usage. A description of weight means weight when loaded for delivery. Packing or packaging is to usual Australian standards. Nievole warrants that product is of merchantable quality when delivered. Subject to applicable laws, Nievole does not give any other warranty or condition of supply.
13. Supply: Nievole may supply less than a quantity ordered if unable to supply the full quantity. In that case, the unit sale price of the product remains the same. Nievole may supply an order by instalment, but if it fails to supply a particular instalment by a date specified, the Customer is not entitled to rescind the contract.
14. Delivery: Nievole delivers products to the Customer but does not guarantee a particular delivery date or time. As Nievole may make delivery out of normal business hours, Nievole need not provide proof of delivery, unless the Customer made prior written request of proof of delivery.
15. Containers: Trays and other containers used to deliver product to the Customer must be returned at the time of the next delivery and in any case within 30 days of delivery. Nievole may recover from the Customer the replacement cost of any containers so used that are lost, damaged or not returned.
16. Risk of loss: Risk of loss / damage / deterioration in product passes from Nievole to the Customer when the product is delivered.
17. Ownership: Ownership of product passes from Nievole to the Customer when the product is paid in full.
18. On-sales: The Customer must not supply or sell product from Nievole not then in merchantable condition.
19. Product recall: If Nievole recall any products, Nievole is liable for the costs of transport and replacement for the products recalled
20. Short delivery: A claim that a delivery was short is not valid unless advised to Nievole (with reasonable details) by 10 am on the next working day after the delivery.
21. Defective product: Subject to applicable laws: (a) a claim that product is defective for reasons that are Nievole’s responsibility is not valid unless advised to Nievole (with reasonable details) within 2 working days after the defect was first found; and (b) Nievole may decline a claim for defective product if the Customer does not take reasonable steps to preserve the product (or the balance of the delivery) pending an inspection by Nievole’s agent, if Nievole requires inspection.
22. Liability: Subject to applicable laws, if products Nievole supplies are short or defective for reasons that are Nievole’s responsibility, Nievole’s total liability is limited to (at Nievole’s election) the prompt replacement of the product, or the supply of equivalent product. In no case is Nievole liable for any loss of revenue / profits / goodwill or any incidental, consequential or punitive damages as a result of any claim in connection with its supply of product. If Nievole is to replace product that is defective for reasons that are Nievole’s responsibility, Nievole resumes ownership of the original product and may collect it from the Customer.
23. Seller’s rights: In addition to Nievole’s other rights, Nievole may suspend or cancel a contract and retake possession of products not paid for if the Customer is reasonably believed by Nievole to be insolvent or to have ceased to trade, or if the Customer is in default under any contract with Nievole. Nievole may set off any claim it has against the Customer against any claim the Customer may have against Nievole on the same or another contract. The Customer is liable to pay all costs or expenses Nievole incurs in recovering or attempting recovery of moneys owing by the Customer or in otherwise enforcing Nievole’s rights under a contract. Such costs may include legal costs on a solicitor / client basis.
24. Indemnity: As a continuing obligation, the Customer indemnifies and holds harmless Nievole against a claim for any loss, damage, personal injury or death to the extent caused by the Customer’s or consumer’s improper storage, handling or use of product or any other reasons that are not Nievole’s responsibility.
25. Force majeure: A party is not liable for a failure to perform a contract if their performance is prevented by a circumstance not within that party’s reasonable control.
26. Jurisdiction: The laws in South Australia govern a contract.