- Terms
These Terms apply to the supply of Products by Storemasta to the Buyer from time to time, until superseded or replaced and the Buyer agrees to be bound by these Terms in all dealings between the parties where credit is extended by Storemasta. These Terms apply in substitute of any other terms and conditions. Any other terms and conditions including terms provided by or from a Buyer are void and not applicable to the supply of the Products. Attachment of or reference to these Terms in a quotation or order confirmation or an email attaching a quotation or order confirmation from Storemasta to the Buyer to which the Buyer accepts the relevant Purchase Order or Acceptance Notice thereto is deemed acceptance of these Terms.
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Supply of Products
- Ordering procedure
- The Buyer must order the Products from Storemasta by submitting (via email) a signed Purchase Order to Storemasta
- Once placed, a Purchase Order cannot be cancelled, or delivery deferred, without Storemasta's prior written consent.
- Acceptance by Storemasta
- Storemasta is not obliged to accept or be bound by a Purchase Order unless and until it accepts the Purchase Order by notifying the Buyer of that acceptance (Acceptance Notice).
- If within 2 Business Hours of Storemasta providing the Buyer with an Acceptance Notice, the Buyer does not advise Storemasta of any error or deficiency in the Acceptance Notice, the terms set out in the Acceptance Notice will be deemed to be binding on the parties and Storemasta will commence performance of the Purchase Order.
- Inconsistency
- If there is any inconsistency between the terms set out in an issued Acceptance Notice by Storemasta and these Terms, these Terms prevail to the extent of the inconsistency.
- If there is any inconsistency between the special conditions (if any) and any terms set out in the Terms, the special conditions (if any) prevail to the extent of the inconsistency.
- Ordering procedure
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Delivery procedure
- Delivery by Storemasta
- If required to do so under an Acceptance Notice, Storemasta must deliver the Ordered Products to the address specified in the relevant Purchase Order (Delivery Address). In all other instances, the Buyer will be responsible for delivery.
- If Storemasta is responsible for delivery in respect of a Purchase Order, Storemasta must use reasonable endeavours to effect delivery under clause 3.1(a) on the date or within the period specified in that Acceptance Notice, but in no circumstances will Storemasta be liable for any loss or damage resulting from a delay in delivery.
- The Buyer is always responsible for (and must pay any and all costs associated with) arranging the unloading of the Ordered Products at the Delivery Address.
- In the event the Buyer is unable to accept the delivery (for any reason) at the Delivery Address on the date or within the period specified in the relevant Purchase Order, the Buyer must agree to an alternative delivery date and time as proposed by Storemasta (Re-Delivery Date). The Buyer must pay all costs associated with the return, storage and re-delivery of the Ordered Products until the Ordered Products are delivered on the Re-Delivery Date.
- Storemasta will not be liable or responsible for any loss or damage, cost or expense suffered by the Buyer resulting directly or indirectly from any failure of Storemasta to comply with:
- delivery timeframes; or
- any other obligation under these Terms where such failure resulted from an event beyond the reasonable control of Storemasta.
- Carrier's consignment note and confirmation
- Delivery by Storemasta
The Buyer must ensure that its duly authorised representative signs Storemasta's copy of the carrier's consignment note accompanying each delivery of Ordered Products, as confirmation that the Ordered Products specified in it have been delivered in good order and condition.
- Price
The price payable by the Buyer to Storemasta for each Ordered Product will be the price specified by Storemasta for that Product on the Purchase Order (plus any and all freight, packaging and delivery costs notified by Storemasta to the Buyer).
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Payment
- Invoicing
For each delivery of Ordered Products, Storemasta must provide an invoice to the Buyer for the amount payable under these Terms for the Ordered Products (Invoice).
- Terms of payment ‑ Customers
A Customer must:
- pay a deposit (of an amount nominated by Storemasta) to Storemasta prior to manufacture of the relevant Ordered Products; and
- pay Storemasta the balance owing under a relevant Purchase Order within 7 days of the date of the invoice relating to those Ordered Products, but in any event, prior to delivery.
- Terms of payment ‑ Buyers
A Buyer must pay Storemasta the full amount for each delivery of Ordered Products within 7 days of the date of the invoice relating to those Ordered Products, except to the extent that clause 5.4 applies.
- Terms of payment - Credit Application
- Buyer who has been provided a credit limit by Storemasta under a Credit Application, must make repayments to Storemasta in accordance with the Credit Application or as directed by Storemasta within 7 days of the date the relevant invoice is issued.
- If Storemasta makes a delivery of Ordered Products to a Buyer who has an approved credit limited under a Credit Application, then, to the extent that the total sum (including the amount of the Invoice relating to those Ordered Products and all amounts owing in relation to previously Ordered Products) owing by the Buyer to Storemasta at that time (whether under these Terms or otherwise and whether or not actually payable at that time) exceeds the Approved Credit Limit (if any), the Buyer must pay Storemasta the amount of that invoice within 5 days of the date of the invoice.
- If Storemasta makes a delivery of Ordered Products to a Buyer who has an approved credit limited under a Credit Application, then, to the extent that the total sum (including the amount of the Invoice relating to those Ordered Products and all amounts owing in relation to previously Ordered Products) owing by the Buyer to Storemasta at that time (whether under these Terms or otherwise and whether or not actually payable at that time) does not exceed the Approved Credit Limit (if any), the Buyer must pay Storemasta in accordance with clause 5.4(a).
- Terms of payment ‑ general
Each payment under this clause 5 must be made without set‑off or counterclaim and otherwise in the manner specified in the relevant Invoice.
- Default
If an Event of Default occurs, then Storemasta may:
- withhold deliveries to the Buyer;
- suspend performance of its obligations under these Terms until all amounts owing by the Buyer to Storemasta (whether under these Terms or otherwise and whether or not actually payable at that time) are paid in full; and
- charge interest on the amount outstanding at the Prescribed Rate accruing daily from and including the due date for payment until the date of payment in full.
- Other rights and obligations not affected
The exercise by Storemasta of any of its rights under clause 5.6 does not affect:
- the Buyer's obligations; or
- any other rights or remedies Storemasta may have in relation to any failure by the Buyer to pay an amount due (including a right to terminate these Terms), whether under these Terms or otherwise.
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GST
- Definitions
In this clause 6:
- the expressions Consideration, Input Tax Credit, Recipient, Supply, Tax Invoice and Taxable Supply have the meanings given to those expressions in the GST Act; and
- Supplier means any party treated by the GST Act as making a Supply under these Terms.
- Consideration is GST exclusive
Unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with these Terms are exclusive of GST.
- Payment of GST
- If GST is imposed on any Supply made under or in accordance with these Terms, the Recipient of the Taxable Supply must pay to the Supplier 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.
- Payment of the additional amount must be made at the same time and in the same way as payment for the Taxable Supply is required to be made in accordance with these Terms.
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Consequences of Storemasta electing not to accept further Purchase Orders from the Buyer
- Consequences generally
If Storemasta, in its discretion, determines that it wishes to stop supplying Products to the Buyer in accordance with clause 2.2 (Cessation of Supply), Storemasta may still enforce any right or claim that arises on, or has arisen before, the Cessation of Supply.
- Obligations surviving Cessation of Supply
Despite any other provision of these Terms, on Cessation of Supply:
- all Purchase Orders will be automatically cancelled, except to the extent otherwise directed in writing by Storemasta; and
- the Buyer must pay Storemasta all amounts owing by the Buyer to Storemasta, when due (except where the Cessation of Supply arose due to the default of the Buyer in which case the Buyer must pay all amounts owing by the Buyer to Storemasta within 5 Business Days), and otherwise this clause 7, clauses 4, 5, 7, 6, 8, 9, 11.2, 11.3, 12, 13, 16, 17, 19 and 1 and the terms of the Application and Guarantee (if applicable) will continue to apply after the Cessation of Supply.
- Risk
The risk of loss or damage to the Products is transferred from Storemasta to the Buyer at the time the Product is delivered to the Buyer.
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Title
- Retention of title
Title to all Products supplied by Storemasta to the Buyer remains with Storemasta and does not pass to the Buyer until the price for those Products and all other moneys owing by the Buyer to Storemasta on any account whatsoever (whether under these Terms or otherwise) (Amount Outstanding) is paid to and received in full by Storemasta in cleared funds.
- Buyer's obligations
Until title to Products supplied by Storemasta to the Buyer passes to the Buyer in accordance clause 9.1, the Buyer must:
- store the Products separately from the Buyer's own goods and those of third parties, to enable them to be readily identified as Storemasta's property;
- hold the Products as the bailee and fiduciary agent of Storemasta;
- not supply or sell the Products to any person, other than with Storemasta's prior written consent or in the ordinary and usual course of the Buyer's business, it being acknowledged that any such supply or sale by the Buyer will be as the bailee and fiduciary agent of Storemasta;
- when requested by Storemasta, allow Storemasta to enter the premises where the Products are stored to inspect the Products and provide to Storemasta the consent of any person whose consent is required for that entry;
- keep records that relate to the Products separately identifiable and readily distinguishable from those that relate to any other goods in its possession;
- not allow any person to have or acquire any encumbrance or security interest in the Products; and
- keep the Products insured against theft, damage and destruction (and if the Buyer fails to insure the Products, Storemasta may do so and the Buyer must reimburse Storemasta for the cost of insurance).
- Sale of the Products
If the Buyer sells or otherwise disposes of the Products supplied by Storemasta before title has passed from Storemasta to the Buyer:
- that part of the proceeds of any sale or dealing as is equal to the Amount Outstanding or if the proceeds of sale or dealing are less than the Amount Outstanding, the whole of the proceeds of sale or dealing (in either case, Storemasta's Entitlement) must be held by the Buyer in a separate identifiable account on trust for Storemasta and must not be mixed with any other moneys of the Buyer; and
- the Buyer must account to Storemasta for Storemasta's Entitlement, until all liability of the Buyer to Storemasta has been discharged.
- Buyer's rights limited
The Buyer has no right to sell the Products or deal with the Products if:
- an Insolvency Event occurs in relation to the Buyer any person who has guaranteed the obligations of the Buyer; or
- there is a Cessation of Supply for any reason.
- Failure to return Products
- Subject to clause 9.5, if the Buyer loses its right to sell or deal with the Products under clause 9.4, then the Buyer must return the Products to Storemasta on written demand (and upon such return, the Buyer is no longer required to pay for those Products unless the Products are damaged or defective in some way). If the Buyer does not return the Products to Storemasta within 24 hours after receipt of the demand, then without limiting any other rights or remedies:
- Storemasta may:
- Storemasta, as agent of the Buyer, enter the relevant Store or any other premises where the Products are located and do all things necessary to retake possession of the Products, without liability for trespass or any resulting damage; and
- Storemasta, keep or resell any of the Products repossessed, and
- the Buyer:
- is liable for all costs associated with the exercise by Storemasta of its rights under this clause 9.5, which costs are payable to Storemasta on demand; and
- indemnifies and must keep indemnified Storemasta 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 Storemasta or which Storemasta may pay, sustain or incur as a direct or indirect result of the exercise by Storemasta of its rights under this clause 9.5.
- If the Buyer has already paid for the relevant Products and the Cessation of Supply occurred due to an Event of Default of the Buyer or an act or omission of any third party, then Storemasta will refund to the Buyer all amounts paid in respect of the relevant Products less a restocking fee and the cost of freight to Storemasta. In all other circumstances, Storemasta will refund to the Buyer all amounts paid in respect of the relevant Products, without deduction.
- Storemasta may:
- Subject to clause 9.5, if the Buyer loses its right to sell or deal with the Products under clause 9.4, then the Buyer must return the Products to Storemasta on written demand (and upon such return, the Buyer is no longer required to pay for those Products unless the Products are damaged or defective in some way). If the Buyer does not return the Products to Storemasta within 24 hours after receipt of the demand, then without limiting any other rights or remedies:
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Warranty
- Warranty Coverage
Subject to the provisions of this clause 10, Storemasta agrees with the retail customer who purchases this product from a retailer, to repair or replace the product if it is found to be defective at any time during the warranty period, subject to these Terms.
- Storemasta warrants that its Products with product numbers 500266, 500430, AC001, AC002, AC005, AG2SS, AG4SS, GF02, GF04, GF06, SC015, SC030, SC060, SC100, SC160, SC250, SC350, SPP1, and SPP7 (and each product numbers sub groups) are free from defects in material and workmanship for the lifetime of the product from the date of purchase by the original Buyer from a distributor authorised by Storemasta (or directly from Storemasta).
- Storemasta warrants that all other products will be free from defects in material and workmanship for a period of ten (10) years from the date of purchase by the original Buyer from a distributor authorised by Storemasta (or directly from Storemasta).
- Warranty Conditions
This warranty will only apply if:
- the Buyer produces a receipt as proof of the date of purchase;
- the product has been installed, operated and maintained in accordance with Storemasta's instructions. If in doubt contact Storemasta for details;
- the product has not been sold, leased, licensed or otherwise disposed of by the original Buyer; and
- the product has not been subjected to misuse, improper installation, mishandling, improper storage, or use in a manner inconsistent with its intended purpose, including but not limited to use or exposure to conditions or substances incompatible with the product’s specifications or design.
- Return Process
Before returning any product under this warranty, Storemasta's prior approval must be obtained. Approved returns will receive a return goods tag provided by Storemasta, which must be attached to any product being returned.
The Buyer will bear the cost of all transportation or freight charges or any other charges incurred in returning defective products for repair, together with the cost of returning them to the Buyer, unless otherwise determined by Storemasta.
- Limitations of Liability
Subject to any condition or warranty implied in favour of the Buyer by Schedule 2 of the Competition and Consumer Act 2010 (Cth) or any other applicable law which cannot lawfully be excluded, to the fullest extent permitted by applicable law the liability of Storemasta under these Terms or in connection with the product is limited to:
- the replacement of the products or the supply of equivalent products;
- the repair of the products;
- the payment of the cost of replacing the products or acquiring equivalent products; or
- the payment of the cost of having the products repaired, at the election of Storemasta.
- Exclusions
Other than as set out in this warranty, to the fullest extent permitted by law:
- all terms, conditions, warranties, undertakings, inducements or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this warranty and which are related to or in anyway connected with the product or the use of the products, are hereby excluded; and
- Storemasta will not be under any liability to the purchaser or any other person in respect of any loss, injury or damage (including consequential loss or damage and whether due to negligence, deliberate conduct or any other cause and whether arising in contract, in tort, under statute or in any other way) which may be suffered or incurred or which may arise directly or indirectly as a result of or in any way connected with the product or use of the product.
- General Terms
- Storemasta reserves the right to provide updates or revisions to product instructions via digital means, including email notifications or website postings. It is the responsibility of the purchaser to ensure they are reviewing and complying with the most current instructions.
- This warranty is governed by and must be construed according to the laws of the state or territory where the product was purchased. Nothing in this warranty excludes any rights you may have under applicable consumer protection legislation, including the Australian Consumer Law.
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Intellectual property
- Use of Storemasta Trade Identification
Storemasta grants to the Buyer and Customer until any Cessation of Supply, a non‑exclusive and non-transferrable right to use the Storemasta Trade Identification in relation to any advertising or other promotional activities carried out by the Buyer in respect of any Products.
- Ownership of Intellectual Property Rights
The Buyer and Customer acknowledge and agree that each Intellectual Property Right is owned or entitled to be owned by Storemasta or a Related Body Corporate of Storemasta.
- Buyer's obligations
The Buyer and Customer must:
- only use the Intellectual Property Rights in accordance with the reasonable written directions of Storemasta (including directions relating to reproducing the Storemasta Trade Identification on websites or any other forum);
- not license any of the Intellectual Property Rights to or allow the use of any of the Intellectual Property Rights by any other person in any circumstances;
- not use the Storemasta Trade Identification in conjunction with or as part of any other trade marks, names or words, without the prior written consent of Storemasta;
- at all times maintain the distinctiveness of and reputation associated with the Storemasta Trade Identification as reasonably required by Storemasta;
- immediately notify Storemasta of, and comply with Storemasta's directions in relation to, any issue, claim, demand, threat, notice of proceedings or cause of action (whether contingent, accrued or otherwise) against or involving the Buyer relating to any Intellectual Property Rights; and
- do all other acts and things that may be reasonably required by Storemasta to ensure the protection of the Intellectual Property Rights.
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General Return of Products
- General Returns Policy
Subject to applicable laws, Products delivered by Storemasta in accordance with these Terms may only be returned by the Buyer for a refund, credit, or exchange if:
- the return is authorised by Storemasta in writing; and
- the return complies with the Storemasta Return for Credit Policy, as amended from time to time.
The Buyer acknowledges that any refund or credit is subject to inspection of the returned Products and determination by Storemasta, in its sole discretion, that the Products are eligible for return.
- Conditions for Returns
To qualify for a return under clause 12.1, the following conditions must be met:
- The Products must be returned in their original, unused, and undamaged condition, including all packaging, manuals, and accessories;
- The return request must be submitted within the time period specified by Storemasta in the Return for Credit Policy;
- The Buyer must provide proof of purchase, including the original invoice or receipt; and
- The Buyer must comply with any return authorisation procedure required by Storemasta, including obtaining a return goods tag provided by Storemasta if applicable.
- Exclusions
The following are excluded from the general returns policy:
- Products that have been used, installed, altered, or damaged after delivery;
- Products returned outside the approved time period specified by Storemasta; and
- Products returned in connection with a warranty claim, which are governed by clause 10.
- Return Costs
Unless otherwise agreed in writing by Storemasta, the Buyer is responsible for all costs associated with the return of Products, including transportation and freight costs, and any applicable inspection or restocking fees.
- Final Decision
- Storemasta reserves the right to determine, in its absolute discretion, whether returned Products comply with the conditions and exclusions outlined in this clause. Products deemed ineligible for return will be returned to the Buyer at the Buyer’s expense.
- General obligations in relation to Products
In addition to all its other obligations under these Terms, the Buyer must:
- immediately inform Storemasta of all defects, warranty claims, customer complaints or other issues arising in relation to the Products, and comply with Storemasta's reasonable directions in relation to those matters;
- not, without Storemasta's prior written consent, admit liability on behalf of Storemasta regarding any complaint or claim, or attempt to resolve or settle any complaint or claim, made in relation to any Products;
- implement and maintain a product returns policy for the return of Products, as approved by Storemasta from time to time;
- ensure that all Product warranties or other terms and conditions relating to the Products and issued by Storemasta or any of its Related Bodies Corporate, are provided to customers of the Buyer in a manner that ensures that such warranties and terms and conditions are binding on customers of the Buyer;
- subject to clause 11, sell and promote the Products in a proper, professional and diligent manner, and otherwise act in a manner that promotes and protects the interests of Storemasta;
- attend and actively participate in regular reviews of any matter tabled for discussion by Storemasta or the Buyer, at such times and places that are specified by Storemasta from time to time; and
- comply with all applicable Laws.
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Termination
- Storemasta may terminate these Terms immediately by giving written notice if:
- the Buyer breaches a material condition of these Terms and the breach is incapable of remedy, or the Buyer does not remedy that breach within 30 days of the date of notice of the breach; or
- the Buyer is subject to an Insolvency Event.
- Storemasta may, by written notice to the Buyer, terminate a relevant order without cause within 30 days' of acceptance of the relevant order
- Storemasta may terminate these Terms immediately by giving written notice if:
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Force Majeure
- The obligations of Storemasta will be suspended during the time and to the extent that Storemasta is prevented from or delayed in complying with those obligations as a result of a Force Majeure Event.
- If Storemasta is affected by a Force Majeure Event, it must:
- as soon as reasonably possible after being affected give the Buyer particulars of the Force Majeure Event and the manner in which Storemasta's performance of its obligations will be prevented or delayed; and
- take reasonable steps to remove, overcome or minimise the effects of the Force Majeure Event, except that Storemasta is not obliged to settle a strike, lockout or other labour difficulty.
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Liability
- Limitations on liability
Subject to this clause 16 (and clause 10) and to the maximum extent permitted by Law, Storemasta is not liable to the Buyer or to any other person for:
- any loss or damage of any kind caused by or resulting from any act or omission of the Buyer or any of its employees, agents or contractors; or
- 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.
- Exclusion of implied warranties
Any representation, warranty, condition or undertaking that would be implied in these Terms by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by Law.
- Non‑excludable rights implied by statute
Nothing in these Terms excludes, restricts or modifies any condition, warranty, right or remedy conferred on the Buyer by the Competition and Consumer Act 2010 (Cth) or any other applicable Law that cannot be excluded, restricted or modified.
- Liability for breach of non‑excludable rights
To the maximum extent permitted by Law, the liability of Storemasta for a breach of a non‑excludable condition or warranty referred to in clause 16.3 is limited, at Storemasta's option, to:
- the replacement of the Products or the supply of equivalent products;
- the repair of the Products;
- the payment of the cost of replacing the Products or of acquiring equivalent products; or
- the payment of the cost of having the Products repaired.
- Claims
The Buyer must notify Storemasta, in writing, of any claims against Storemasta for damaged, short, incomplete, or incorrect delivery of Products:
- prior to the signing of the proof of delivery declaration; or
- in the event a proof of delivery declaration is not provided to the Buyer on delivery of the Products, within 1 business day of the delivery date.
- On-Sale
The Buyer agrees that upon the on-sale of any Products to third parties, it will:
- inform any third party involved of these Terms;
- inform any third party of Storemasta's product warranties if any;
- not make any misrepresentations to third parties about the Goods, including in relation to the purpose of the Goods; and
- be liable for any claim arising out of the Buyer breaching this clause, which includes but is not limited to any loss of future income or damage to the Buyer’s goodwill.
- Indemnity
The Buyer must indemnify Storemasta 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 Storemasta or which Storemasta may pay, sustain or incur as a direct or indirect result of any one or more of the following:
- any breach or non‑performance of these Terms by the Buyer;
- any wrongful, wilful or negligent act or omission of the Buyer or any of its employees, agents or contractors;
- the storage, handling or use of any Product sold under or in connection with these Terms, 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 Storemasta or any of its employees, agents or contractors; and
- any injury or loss sustained by any person who is employed or engaged by the Buyer as an employee, agent or contractor for the purpose of (possibly among other things) the performance by the Buyer of its obligations under these Terms and who suffers any injury or loss arising out of or in the course of such employment or engagement.
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PPSR
- The Buyer acknowledges and agrees that these Terms comprise a Security Agreement for the purposes of the PPSA, and that until such time as we receive full payment in cleared funds for all Products, these Terms create a Purchase Moneys Security Interest in the Products as security for your obligations to us and the Purchase Moneys Security Interest is registrable on the Personal Property Securities Register.
- The Buyer:
- will sign and deliver any documents Storemasta requires to ensure that Storemasta has a perfected first-ranking Security Interest in the Products under the PPSA;
- indemnifies Storemasta against any costs incurred by us in registering or maintaining our Security Interest in the Products and in exercising any of our rights under the PPSA;
- waives its right to receive a verification statement under section 157 of the PPSA; and
- in respect of Products which are collateral to which section 115 of the PPSA applies, waives its rights under each section of the PPSA referred to in section 115.
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General
- Entire understanding
- These Terms contains the entire understanding between the parties concerning the subject matter of the Terms and supersede all prior communications between the parties. In particular these Terms supersede all terms or conditions submitted by the Buyer. which will not apply to the provision of Products except to the extent expressly agreed by Storemasta in writing.
- Each party acknowledges that, except as expressly stated in these Terms, that party has not relied on any representation, warranty or undertaking of any kind made by or on behalf of another party in relation to the subject matter of these Terms.
- Severability
- Entire understanding
Any provision of these Terms which is invalid in any jurisdiction must, in relation to that jurisdiction:
- be read down to the minimum extent necessary to achieve its validity, if applicable; and
- be severed from these Terms in any other case, without invalidating or affecting the remaining provisions of these Terms or the validity of that provision in any other jurisdiction.
- No variation
These Terms cannot be amended or varied except with the prior written consent of Storemasta.
- Governing law and jurisdiction
- These Terms are governed by and must be construed in accordance with the laws in force in Victoria.
- The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance or subject matter.
- Definitions In these Terms:
Approved Credit Limit means the dollar amount specified by Storemasta in its notice to the Applicant accepting an Application, which dollar amount may be varied from time to time by Storemasta without any need to give notice to the Buyer;
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Victoria; Business Hours means between the hours of 9 am and 5 pm on a Business Day;
Buyer means the person buying the Products;
Change of Control means, in relation to a body corporate, the occurrence of an event or circumstance where a person who is not presently able to do any of the following things becomes able to do one of the following things (whether directly or indirectly or through one or more intervening persons, companies or trusts):
- control the composition of more than one half of the Buyer's board of directors;
- be in a position to cast, or control the casting of, more than one half of the maximum number of votes that might be cast at a general meeting of the members of the Buyer; or
- hold or have a beneficial interest in more than one half of the issued share capital of the Buyer;
Controller means, in relation to a person:
- a receiver, receiver and manager, administrator or liquidator (whether provisional or otherwise) of that person or that person's property; or
- 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;
Corporations Act means the Corporations Act 2001 (Cth);
Credit Application means the credit application form and its associated terms and conditions issued to the Customer or Buyer by Storemasta ;
Credit Report and Credit Reporting Agency have the meanings given to those terms in the Privacy Act 1988 (Cth);
Customer means the retail end‑users of the Products purchased directly from Storemasta;
Event of Default means, in relation to the Buyer, the occurrence of any one or more of the following events or circumstances:
- the Buyer fails to comply with any of its obligations under these Terms;
- an Insolvency Event occurs in relation to the Buyer (or any person comprising the Buyer);
- a Change of Control occurs in relation to the Buyer (or any person comprising the Buyer), other than with the consent of Storemasta;
- a notice of deregistration of the Buyer is given under sections 601AA(5) or 601AB(5) of the Corporations Act;
- the Buyer fails to pay by the due date any amount due and payable by it under these Terms;
- the Buyer becomes unable to perform all of its obligations and take all actions contemplated under these Terms; and
- the Buyer ceases or threatens to cease to carry on business or a substantial part of it;
Force Majeure Event means any act, event or cause, other than a lack of funds:
- 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 Terms; and
- that is beyond the reasonable control of that party;
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;
GST has the meaning given to that term in the GST Act;
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
including or any form of that word must be construed as if it were followed by "(without being limited to)";
Insolvency Event means, in relation to the Buyer, any one or more of the following events or circumstances occurring in relation to the Buyer:
- being in liquidation or provisional liquidation or under administration;
- having a Controller or analogous person appointed to it or any of its property;
- being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;
- being unable to pay its debts or being otherwise insolvent;
- becoming an insolvent under administration, as defined in section 9 of the Corporations Act;
- entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; and
- any analogous event or circumstance under the laws of any jurisdiction;
Intellectual Property Rights means all present and future intellectual and industrial property rights in the Products conferred by Law and wherever existing, including:
- the Storemasta Trade Identification;
- patents, designs, copyright, rights in circuit layouts, know how, domain names, inventions, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
- any application or right to apply for registration of any of these rights;
- any registration of any of these rights or any registration of any application referred to in paragraph (c); and
- all renewals and extensions of these rights;
Law means:
- principles of law or equity established by decisions of courts;
- statutes, regulations or by‑laws of the Commonwealth, a State, a Territory or a Government Agency; and
- requirements and approvals (including conditions) of the Commonwealth, a State, a Territory or a Government Agency that have the force of law;
Ordered Products means the Products specified by the Buyer in a Purchase Order that has been accepted by Storemasta;
person includes a natural person and any body or entity whether incorporated or not;
Personal Information means information of or relating to a person and, where applicable, includes "personal information" (as that term is defined in the Privacy Act 1988 (Cth)) of or relating to that person;
PPSA means the Personal Property Securities Act 2009 (Cth) and Personal Property Securities Register, Purchase Money Security Interest, Security Agreement and Security Interest have the meanings given to those terms in the PPSA;
Prescribed Rate means the rate that is 5% per annum above the interest rate fixed from time to time under section 35 of the Taxation Administration Act 1997 (Tas);
Products means the products manufactured or supplied by or at the request of Storemasta or any of its Related Bodies Corporate, but only to the extent that those products are authorised by Storemasta from time to time for purchase by the Buyer under these Terms;
Product Warranty means any express written warranty offered or provided by Storemasta to a Buyer from time to time;
Purchase Order means an order for Products that is in the form specified by Storemasta from time to time, which must include the following details:
- product code for each Ordered Product;
- quantity of each Ordered Product required; and
- Delivery Address for the Ordered Products;
Related Body Corporate has the meaning given to that term in the Corporations Act;
Storemasta means Priority Supplies Pty Ltd ABN 71 973 563 617 of Devon Street, Burnie, Tasmania;
Tax means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions imposed, assessed or charged by any Government Agency, together with all interest, penalties, fines, expenses and other additional statutory charges resulting from a failure to pay when due the full amount of any such imposition; and
Terms means theses terms and conditions as amended by Storemasta from time to time (including the Special Conditions, if applicable).
Trade Identification means the trade marks, service marks, symbols, branding, logos and other trade indicia (whether registered or not) owned or controlled by Storemasta or any of its Related Bodies Corporate and used in connection with the business conducted by Storemasta and its Related Bodies Corporate under the "Storemasta" name (or any name which replaces the "Storemasta" name).