STANDARD TERMS AND CONDITIONS OF SALE
Complete Beverage Services Pty Ltd (ACN 119 473 200) (CBS) is pleased to confirm the terms and conditions that will apply to the provision by CBS of all goods
(Goods) and services (Services) of any nature to each purchaser of such Goods or Services (Purchaser).
These terms and conditions will apply to the provision by CBS of all Goods and Services and will therefore be incorporated into each contract between CBS and the Purchaser for the provision of Goods and/or Services. Any terms and conditions contained in the Purchaser's order or otherwise notified to CBS will only apply if and to the extent that they are accepted in writing by CBS.
Each order by the Purchaser is subject to acceptance by CBS and is not binding on CBS prior to written acceptance or performance by CBS (whichever occurs first).
3. Quotations and Prices
3.1 Subject to clause 3.2, the price of Goods and Services supplied by CBS will be that amount charged by CBS at the date or dates of supply of the relevant Goods and/or Services.
3.2 If CBS supplies to the purchaser a quotation for Goods and/or Services and that quotation is accepted by the Purchaser within the time for acceptance stipulated by CBS, the price for the relevant Goods and/or Services shall be amount quoted.
3.3 All prices for Goods and Services are exclusive of GST and any other applicable taxes or duties (collectively Taxes) and all delivery costs and, unless otherwise agreed in writing
between the parties, such Taxes and delivery costs are additionally payable by the Purchaser.
4. Terms of Payment
Subject to any other arrangement agreed in writing between the parties, CBS may invoice the Purchaser the price of the Goods and/or Services, and all other charges that CBS is entitled to render under these terms and conditions, at any time. The Purchaser must pay to CBS the amount specified in such invoices within thirty (30) days from receipt, unless otherwise agreed in writing. CBS will ensure that its invoices are in the form of "tax invoices" in compliance with the requirements of applicable legislation relating
5. Interest on Overdue Accounts
5.1 If the Purchaser fails to pay any amount due under these terms and conditions by the due date for payment, the Purchaser will on demand pay to CBS interest at the rate fixed under Section 2 of the Penalty Interest Rates Act 1983 (Vic.), computed on the sum of money overdue during the period of default and calculated daily on a compounding basis.
5.2 The Purchaser will pay on demand the reasonable expenses incur red by CBS as a result of any late payment by the Purchaser.
5.3 Nothing in this clause 5 limits any other right or remedy available to CBS.
6. Delivery/Provision of Services
6.1 Any dates quoted for delivery or supply of Goods or Services are approximate only and although CBS will use reasonable efforts to meet them, CBS will not be liable for any delay in delivery or supply.
6.2 If, due to any act or omission of the Purchaser, the commencement or progress of any
work by CBS is delayed or suspended or the date of delivery or supply of Goods or Services is postponed, the Purchaser shall be liable for all costs or expenses suffered or incur red by CBS as a result.
6.3 Any claim by the Purchaser for inadequate or defective delivery or supply of the Goods or Services must be notified to CBS in writing within 14 days after delivery or supply of the
Goods or Services (as the case may be), failing which the Purchaser will be deemed to have accepted that delivery or supply.
6.4 Where CBS supplies Goods to the Purchaser, those Goods are supplied subject to the terms of any applicable manufacturer 's warranty applying thereto. To the extent permitted by law, no separate or additional warranty is provided by CBS in relation to Goods supplied by CBS.
6.5 In relation to Services supplied by CBS, CBS warrants that such Services will be supplied with due professional skill and care and in accordance with the requirements of all applicable laws.
7. Risk and Title
7.1 Risk in relation to Goods supplied by CBS passes to the Purchaser at the time they are delivered to the Purchaser or, without limiting any other provision of these terms and conditions, if they are collected by or on behalf of the Purchaser from CBS, at the time of collection.
7.2 The Purchaser shall not acquire any right, title or interest in Goods until the Purchaser pays to CBS all amounts due under these terms and conditions in respect of the supply of those Goods.
7.3 Until Goods are paid for in full the Purchaser is a bailee of those Goods for CBS and will keep the Goods reasonably separate and identifiable from all other goods that the
Purchaser may hold.
7.4 Without limiting the obligation in clause 7.3 if any Goods in which CBS retains title are resold, the Purchaser shall hold such part of the proceeds of any sale as represents the invoice price of the Goods (plus all applicable Taxes and other charges that CBS is entitled to levy under these terms and conditions) in a separate identifiable bank account as trustee for CBS as beneficial owner and shall pay such amount to CBS immediately on demand.
7.5 Without limiting any other right or remedy available to CBS, if the Purchaser has not paid all amounts due under these terms and conditions in respect of the supply of the Goods by the due date, without limiting any other right of CBS, CBS may enter the premises where those Goods are, or are reasonably suspected of being, situated, without liability for trespass or any resulting damage, and retake possession of those Goods.
8. Exclusion of Implied Terms and Limitation of Liability
8.1 CBS excludes all implied conditions and warranties except any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this
clause 8 to be void.
8.2 To the extent permitted by law:
(a) CBS excludes liability (including f rom breach by CBS of any express or implied condition or warranty or negligent act or omission of CBS) for loss of profits or consequential or indirect loss or damage; and
(b) CBS' liability to the Purchaser for breach by CBS of any express or implied condition or warranty or negligent act or omission of CBS is limited, at the option of CBS, to replacing or repairing the Goods, or supplying again the Services, in respect of which the breach or negligence occur red, or to paying the cost of having those Goods and/or Services repaired, replaced or supplied again.
9.1 CBS may, without affecting any other rights it may have, terminate or suspend any contract between the parties with immediate effect by giving notice to the Purchaser if:
(a) the Purchaser breaches any provision of any contract between the parties and fails to remedy the breach within 7 days after written notice from CBS requiring it to do so;
(b) the Purchaser breaches a material provision of any contract between the parties where that breach is not capable of remedy;
(c) the Purchaser ceases to be able to pay its debts as they become due;
(d) the Purchaser becomes subject to any form of insolvency administration; or
(e) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Purchaser's assets.
9.2 If CBS exercises its rights pursuant to clause
9.3 to terminate or suspend a contract, it will immediately be entitled to invoice the Purchaser for work in progress under that contract at its current rates. This clause does not limit or affect any other remedy which may be available to CBS including seeking compensation for any loss or damage suffered by CBS.
10. Events Outside Control
CBS will not be liable for any failure to per form or delay in performance of any obligation where such failure or delay is due to anything beyond the reasonable control of CBS, including but not limited to adverse weather or terrain, strikes,lockouts and other industrial action, material shortages, failure of any of CBS' suppliers to supply, accidents, power failure, breakdowns of plant or machinery or import or export regulations or embargoes.
The Purchaser agrees not to disclose any information relating to CBS that CBS may
reasonably regard as confidential or commercially sensitive (including without limitation CBS' pricing information) unless the Purchaser can establish the information was:
11.1 at the time of disclosure, in the public domain;
11.2 subsequent to disclosure, entered the public domain other than through the breach of any duty owed to CBS; or
11.3 required to be disclosed by law.
12.1 CBS shall not be bound by any agreement purporting to vary these terms and conditions unless that agreement is in writing and signed on behalf of CBS by an authorised officer of CBS.
12.2 I f any part of these terms and conditions is or becomes illegal or invalid then that part shall be severed from these terms and conditions and the remainder of these conditions shall not be affected.
12.3 These terms and conditions are governed by the law in force in Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts of that state.