'Contract' means the standard trading terms and conditions of sale (which applies to each and every Quotation and/or Order) and includes any Quotation and Order
‘SpillShop’ means the Australian company SpillShop, ABN 91 785 356 033
'Customer’ means the entity with which ‘SpillShop’ enters into a Contract for the supply of Goods.
'Goods' means the goods described in the Quotation or Order and includes replacement goods.
'Order' means a written or verbal order from the Customer to SpillShop
'Quotation' means a written or verbal quotation provided by SpillShop to the Customer.
Orders for Goods will be binding upon SpillShop and the Customer. However, SpillShop reserves the right to accept orders in whole or in part
Once SpillShop has accepted and Order, the customer may not alter or modify the Order without the prior written consent of SpillShop.
SpillShop has the right to charge a 15% Re-stocking fee applied to all returned products providing they are in re-saleable condition. This may be waived at SpillShop’s discretion.
All prices contained in the Quotation and/or Order will be exclusive of GST. All prices are in Australian dollars and subject to alteration without notice. All invoices are in Australian dollars and must be settled in Australian dollars
Payment and Credit Terms
Unless otherwise agreed in writing, the payment due date is at the completion of the checkout process when the Goods are purchased.
Accounts with overdue balances will automatically have credit withdrawn until all outstanding balances are cleared. SpillShop reserves the right to charge interest at the rate of 2% on all overdue balances calculated on a daily basis from the due date until such amount is paid.
If the Customer defaults in payment of any invoice when due, the Customer will indemnify SpillShop from and against all SpillShop’s costs and disbursements including a solicitor and own client basis and in addition to SpillShop’s nominee’s costs of collection.
Delivery of Goods and Risk
Delivery of the Goods shall be made to the Customer’s nominated address. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
The failure of SpillShop to deliver will not entitle the Customer to treat this Contract as cancelled.
SpillShop will not be liable for any loss or damage whatever due to failure by SpillShop to deliver the Goods (or any part of them) promptly or at all.
All Risk in the Goods (including responsibility for insurance) passes to the Customer upon delivery of the Goods to the address requested by the Customer.
Notwithstanding that the Goods are in whole or in part at the risk of the Customer, the property in and legal title to the Goods remains with SpillShop until they and all other Goods previously supplied by SpillShop to the Customer, whether under this or any other order for Goods from the Customer, have been paid for in full by the Customer.
Delivery will be free into store (FIS) Australia wide. Delivery costs outside Australia will be charged as per quote received from spillshop.com.au. However, the Customer will be liable for delivery charges if a delivery date is required outside of usual delivery times.
Retention of Title
All Goods remain the property of SpillShop until the Customer has paid for the Goods in full. If payment is made by cheque, payment will not be deemed to have been made until the cheque has been honoured.
If the Goods are on-sold by the Customer before payment to SpillShop, the proceeds of sale will become property of SpillShop.
If the Goods are not paid for, SpillShop may give notice in writing to the Customer to return the Goods or any part of them to SpillShop.
SpillShop may enter the Customer’s premises without notice at any time and take possession of the Goods and without being responsible for any damage thereby caused if:
The Customer does not pay for the Goods;
The Customer fails to return the Goods upon demand;
A trustee in bankruptcy, administrator, or receiver and manager is appointed over the Customer;
Winding-up proceedings in relation to the Customer are commencing; or
The Customer becomes bankrupt.
The Customer will inspect the Goods on delivery and will within seven (7) days of delivery notify SpillShop in writing of any alleged defect, shortage in quantity, errors, omissions or failure to comply with the Order or Quotation.
The Customer will afford SpillShop the opportunity to inspect the Goods within a reasonable time of delivery if the Customer believed the Goods are defective in any way. If the Customer fails to comply with these provisions, the Goods will be deemed to be free from any defect or damage and payment will be owing under this Contract.
If SpillShop agrees in writing that the Customer is entitled to reject the Goods because they are defective:
The Goods must have a corresponding invoice number quoted;
Freight charges incurred for the return of the Goods being returned is at the expense of the Customer, unless otherwise agreed; and
SpillShop’s liability is limited to either replacing or repairing the Goods at its discretion.
SpillShop does not warrant that the Goods are fit for any particular purpose or an intended use by the Customer.
Limitation of Liability
SpillShop will have no liability whatsoever for any direct or indirect losses, expenses, damages and costs incurred by the Customer caused by any breach by SpillShop of this Contract or any negligent act or omission.
The liability of SpillShop to the Customer in the event of any breach of this Contract or other cause of action will not exceed the prices of the Goods.
It is the responsibility of the Customer to ensure the products will be suitable for the application proposed.
Each provision of these Terms of Sale which provides for a limitation of liability, disclaimer of warranty or condition or exclusion of damages is separate and independent.
Fitness for purpose
The Purchaser agrees that it does not rely on the skill and judgment of SpillShop in relation to the suitability of any of the Goods for a particular purpose or application for which the Goods are required by the Purchaser and SpillShop is under no liability whatsoever if such Goods are not suitable and fit.
Privacy Act of 1998
The Customer agrees for SpillShop to obtain from a credit-reporting agency and the trade referees a credit report containing personal credit information about the Customer and any additional information required by SpillShop.
SpillShop may exchange information about the Customer with those trade referees name in the application form for a trading account or named in a consumer credit report issued by reporting agency to:
Assess the Customer’s application;
Notify other credit providers of a default by the Customer;
Exchange other information with other credit providers as to the status of the trading account, if the Customer is in default with other credit providers; and
Assess the credit worthiness of the Customer.
If any provision of these terms and conditions becomes void or unenforceable, it will be severed from this agreement without affecting the enforceability of the other provisions, which will continue to have full force and effect.
These terms and conditions are governed by the laws of New South Wales and each party irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of New South Wales.
SpillShop may terminate or vary this Contract or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. SpillShop will not be liable for any loss or damage whatever arising from termination or cancellations.
Personal Property Security Act (PPSA)
The Customer agrees, at the request of SpillShop, to enter into a Security Agreement with SpillShop to grant in favour of SpillShop a Security Interest in all the Customer’s present and after acquired property relating to the Goods.
The Customer acknowledges and agrees that it shall, within 14 days of request from SpillShop, do all things and sign all documents as required by SpillShop to register, confirm or validate the Security Interest created over the Customer’s assets by any Security Agreement
SpillShop may exercise its rights under the Security Agreement any time after the Customer fails to comply with this Agreement, without SpillShop first having to take any action or enforce any of its other rights against the Customer.
The Customer will be entitled to a release of the Security Agreement when all its obligations under this Agreement have been satisfied.
The Customer shall not without SpillShop’s prior written consent, which will not be unreasonably withheld, do any of the following:
Acquire any asset which is, or upon acquisition, will be subject to a Security Interest which is not a Permitted Security Interest; or
Give any person other than SpillShop control or possession of the Goods (other than under a Permitted Security Interest).
The Customer agrees that it will promptly take such action as SpillShop may require (including providing information or signing documents) to ensure that any Security interest granted in favour of SpillShop attaches to the secured property and to enable SpillShop to perfect any such Security Interest or otherwise exercise any rights that it may have under the PPS Law in relation to the secured property.
The Customer acknowledges and agrees that, from the registration commencement time under the PPSA:
It shall not cause or permit any person to take a Security Interest over, or to register a financing statement in relation to, any secured property without the prior written consent of SpillShop and will immediately notify SpillShop if it becomes aware of any person taking steps to register a financing statement in relation to such secured property;
It has no rights under, or by reference to, sections 125, 142 and 143 of the PPSA if it defaults and SpillShop takes enforcement action under this Agreement in respect of the secured property;
It waives its rights to:
Receive any notice under sections 95, 130 and 135 of the PPSA in relation to the enforcement of any Security Interest over the secured property;
Receive a statement of account under section 132(3)(d) and 132(4) of the PPSA if SpillShop disposes of any of the secured property following repossession of that secured property; and
Receive a copy of, or notice of, any verification statement confirming registration of a financing statement or a financing change statement relating to any Security Interest under, or provided for by, this Agreement.
Except if section 275(7) of the PPSA applies, each party to this Agreement agrees not to disclose any information of the kind referred to in section 275(1) of the PPSA that is not publicly available.