ONLINE TERMS OF TRADE
1. APPLICATION OF TERMS
Except as may be expressly
stated otherwise in a written quotation or proposal submitted by Bodyline
imports Pty Limited as trustee for Bodyline imports Unit
Trust ABN 27 192 108 807 (“Bodyline imports”) to Customer or a written contract
of sale signed by Bodyline imports these terms and conditions apply to every
sale of goods or services (“Product”) by Bodyline imports to any Customer using
the Bodyline imports Website (www.Bodylineimports.com.au). These Online Terms of Trade are to be read subject
to Bodyline imports’s Website Terms of Use and Privacy Statement which both
appear on the Bodyline imports Website and which are deemed to be incorporated
herein.
2. PRICES NET OF TAXES
All prices displayed and
Products offered for supply on Bodyline imports Website are subject to change
without notice. You should check the price of a Product before placing an order
for it. Prices quoted are, unless otherwise stated, exclusive of goods and
services tax (GST) and are valid for delivery of Product within 60 days of the
date which the Customer communicates an offer to purchase products to Bodyline
imports via the Bodyline imports Website.
3. GST
If GST is imposed on any supply
made by Bodyline imports through Bodyline imports Website, Customer must pay to
Bodyline imports, in addition to any consideration payable or to be provided by
Customer for this supply, an additional amount for the supply calculated by
multiplying the prevailing GST rate by the consideration for the relevant
supply payable or to be provided (without any deduction or set off). Any amount
payable by Customer is payable on demand by Bodyline imports, whether such
demand is made by an invoice or otherwise.
4. DELIVERY
Customer acknowledges that Bodyline
imports may not be able to supply Customers located outside of supplier
prescribed territories with certain Products; also that delivery of certain
Products is subject to prescribed safety restrictions/limitations.
Any date given to Customer by Bodyline
imports for delivery of Product shall be an estimate only, and, although Bodyline
imports shall use commercially reasonable endeavours to meet such delivery
date, Bodyline imports shall not be subject to or incur any penalty or
liability for any claim, loss, damage or obligation, direct or indirect,
consequential or otherwise, arising out of any delay in delivery or
non-delivery regardless of the reason.
If for any reason Bodyline
imports is unable to deliver Product either within a reasonable time or at all,
the applicable purchase order and/or contract of sale shall be cancellable, in
full or only as to certain Products, at Bodyline imports’s option and neither Bodyline
imports nor Customer shall be subject to or incur any penalty or liability for
any claim, loss, damage or obligation, direct or indirect, consequential or
otherwise, arising out of such cancelation.
Disposal of all shipping
pallets, containers and packaging becomes the responsibility of the Customer
upon delivery.
5A. PAYMENT – CASH CUSTOMER
If the Customer has not been
granted a line of credit with Bodyline imports, the Customer must pay to Bodyline
imports the invoiced amount for the products, including any associated delivery
and administration charges, plus GST, at the time the Customer makes the order
via the Bodyline imports Website, selecting one of the payment options
available. The Customer indemnifies Bodyline imports for any loss suffered by Bodyline
imports as a consequence of a charge to a credit card or bank or other account
not being honoured. The Customer will pay Bodyline imports any surcharge levied
with respect to payments made using certain credit cards.
5B. PAYMENT – TRADE CUSTOMER
If the Customer has been
granted a line of credit with Bodyline imports, the Customer must pay to Bodyline
imports the invoiced amount for the products, including any associated delivery
and administration charges, plus GST, within thirty (30) days of the end of the
month during which the products were invoiced. If the Customer commits any act
of insolvency, all money owing by the Customer to Bodyline imports, whether by
way of credit or otherwise, will become due and payable immediately. Bodyline
imports reserves the right to suspend, with or without notice, any deliveries
of products if any payment due by the Customer to Bodyline imports is overdue.
A late payment fee of 10% per month, calculated daily, may be charged for
overdue amounts. The Customer will reimburse Bodyline imports, on a full
indemnity basis, all costs incurred by Bodyline imports to its collection agents
and/or lawyers in relation to the collection of any moneys owed to Bodyline
imports that are not paid when due.
5C. PAYMENT – GENERALLY
If the Customer commits any act
of insolvency, all money owing by the Customer to Bodyline imports, whether by
way of credit or otherwise, will become due and payable immediately. Bodyline
imports reserves the right to suspend, with or without notice, any deliveries
of products if any payment due by the Customer to Bodyline imports is overdue.
A late payment fee of 10% per month, calculated daily, (being a genuine
pre-estimate of the loss suffered by Bodyline imports as a consequence of the
Customer’s failure to make timely payment) may be charged for overdue amounts.
The Customer will reimburse Bodyline imports, on a full indemnity basis, all
costs incurred by Bodyline imports as a consequence of a charge to a credit
card or bank or other account or a cheque not being honoured, and to its
collection agents and/or lawyers in relation to the collection of any moneys
owed to Bodyline imports that are not paid when due.
6. PASSING OF RISK –
TRANSFER OF TITLE
Delivery of Product to the
Customer shall occur, and all risk of loss or damage to Product shall pass to
Customer, immediately upon such Product being turned over to either the
Customer or a nominated carrier for transportation to the Customer or a
nominated place or site. Such delivery shall be deemed to be acceptance of
Product by the Customer, whether or not the Customer is present at the time of
delivery to inspect such Product and sign a receipt therefor.
Notwithstanding anything to the
contrary, ownership of and title to Product shall not pass to Customer until
full payment therefor has been received by Bodyline imports or sale or mixing
of the Product by the Customer.
If a Product includes or is
supplied with software, Customer is granted only a limited license to use such
software with such Product, and ownership of and title to such software shall
not pass to Customer.
If the Customer does not pay
for any goods in accordance with these Terms of Trade, Bodyline imports is
hereby irrevocably authorised by the Customer to enter the Customer’s premises
(or any premises under the control of the Customer or as agent of the Customer
if the goods are stored at premises) and use reasonable force to take
possession of the goods without liability for the tort of trespass, negligence
or payment of any compensation to the Customer whatsoever.
7. CUSTOMER'S SPECIAL ORDER
Bodyline imports reserves the
right to demand a deposit for special orders of non-stock items or orders for
the manufacture of Product to the Customer’s specifications. Bodyline imports
shall not be responsible for errors in the Customer’s specifications. The
Customer may not cancel special orders without the written consent of Bodyline
imports. Bodyline imports will not accept returns of Product made to the
Customer’s specifications unless defective.
8. RETURN FOR CREDIT
The Customer must notify Bodyline
imports, in writing, within thirty (30) days of the invoice date of a claim for
credit for faulty or damaged Product or for Product incorrectly supplied.
Credit will not be given for notifications received by Bodyline imports outside
this period. The claim for credit should state the date and number of the
invoice and the reason for return. All returns are at the discretion of Bodyline
imports and must receive a Return Authorisation Number (RAN) in advance of
shipment. Product returned for credit is to be clearly consigned to
Bodyline
imports and must, if the claim for credit is not based on the Product being
faulty or damaged, be in the original packaging and in a saleable and undamaged
condition. If the claim for credit and return is due to the Product being
faulty or damaged or some fault of Bodyline imports, then Bodyline imports will
bear the cost of the return freight, otherwise the return freight shall be
borne by the Customer.
9. LIMITATION OF LIABILITY
To the extent permitted by law,
Bodyline imports and its servants and agents are not liable for any loss or
damage (including without limitation loss or damage caused by the negligence of
Bodyline imports or its servants or agents and incidental and consequential
loss or damage) arising from or in connection with the supply of Product.
To the extent permitted by law,
the liability of Bodyline imports or its servants or agents (including
liability for negligence) is limited to:
(i) in the case of goods, the
replacement or re-supply of equivalent goods or the cost of such replacement or
re-supply (whichever is the lesser); and
(ii) in the case of services,
the re-supply or the cost of the re-supply of such services (whichever is the
lesser).
Bodyline imports is not liable
for any loss or damage the Customer might suffer if Bodyline imports cannot do
what it has promised because of events beyond its reasonable control.
Bodyline imports does not
warrant the quality or performance of Product used by the Customer: (a) after
the expiration of the shelf life prescribed by Bodyline imports for that
Product; or
(b) otherwise than in
accordance with Bodyline imports, manufacturer or accepted industry
specifications or standards for use.
The Customer acknowledges that
Product supplied by Bodyline imports may be used in a variety of applications.
The Customer relies on its own skill and testing to satisfy itself as to the
fitness for the purpose or use intended by the Customer for that Product.
10. ENTIRE AGREEMENT
The Customer agrees that Bodyline
imports will only supply Products pursuant to these Terms of Trade. An
agreement between the parties may not be varied without the prior written
consent of Bodyline imports.
11. WAIVER
The failure, delay or indulgence
on the part of Bodyline imports in exercising any power or right conferred by
these Terms of Trade does not operate as a waiver of that power or right.
12. GOVERNING LAW
These Terms of Trade shall be
construed in accordance with the law in force in New South Wales, Australia and
the parties agree to submit to the non-exclusive jurisdiction of the Courts of
that State.
13. SEVERANCE
These Terms of Trade are
qualified by any provision of a law which applies and which cannot be excluded.
If any provision of these Terms of Trade is deemed to be unlawful or
unenforceable, such provision shall be read down to the extent permitted or
severed from these Terms of Trade and all other provisions hereof shall remain
in force.
Online Terms of Trade – April
2011
© Bodyline imports Pty Limited
as trustee
for Bodyline imports Pty Limited Unit Trust ABN 55 158 647 002