1.1“Seller” means Kalish Trading Pty Ltd T/A Urban Rituelle, its successors and assigns or any person acting on behalf of and with the authority of Kalish Trading Pty Ltd.
1.2“Customer” and “Applicant” means the person’s buying the Goods as specified in any invoice, document or order, to include employees authorised to act on the behalf of signatories as per the signed credit application, jointly or severally.
1.3“Goods” mean all Goods or Services supplied by the Seller to the Customer at the Customer’s Request from time to time (where the context so permits the terms “Goods” or “Services” shall be interchangeable for the other)
1.4“Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between the Seller and the Customer in accordance with clause 5 below.
1.5“GST means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2.The Applicant hereby warrants that the information comprised in the Credit Application hereto is true, accurate and correct, and is supplied for the purpose of obtaining credit.
3.The Applicant warrants that the person’s signatures appearing on this application are duly authorised to apply for credit and execute the Application.
4.The Applicant agrees that they are not entitled to any credit facilities until they receive notice in writing from Urban Rituelle stating that credit facilities have been granted and specifying the terms and conditions upon which such credit facilities are given.Until the Applicant receives such notice in writing from Urban Rituelle, any goods that are supplied to the Applicant shall be on a proforma invoice basis.
5.It is Urban Rituelle’s policy that initial orders are on proforma invoice basis. Urban Rituelle credit may be applied for after three (3) proforma invoices have been completed.Credit will be offered pending approval of this credit application, with our terms being 30 days from date of invoice.If an approved account is not active for 12 months, Urban Rituelle reserve the right to place the customer back onto prepaid and request a new credit application to be completed.
6.Initial orders placed with Urban Rituelle are to be a minimum of $400 (ex GST and freight).Subsequent re-orders are a minimum of $250 (ex GST and freight).Single testers may be purchased at half the wholesale price when minimum pack size quantities are ordered.
7.The parties agree that in the event of Urban Rituelle, prior to approving credit, granting to the Applicant time to pay for any goods supplied then such supply shall not amount to a waiver by Urban Rituelle of any of the terms of this Application, nor be construed to be taken either directly or by implication as a granting by Urban Rituelle of credit facilities to the Applicant and no credit facilities shall be granted unless so stated by notice.
8.In the event of Urban Rituelle granting credit facilities to the Applicant, then the following terms shall apply.
8.1Payment of all accounts is required by due date, being 30 days from date of invoice. Any credits applied to the account must be taken up within 120 days from date of credit. Urban Rituelle reserves the right to write of any credits owed past 120 days.
8.2Should the Applicant default in the payment of any monies due under the terms and conditions contained herein, then all monies due to Urban Rituelle shall immediately become due and payable, and shall be paid by the Applicant within seven (7) days of the date of demand.
8.3A late payment fee of 5% applies to all accounts 60 days overdue from date of invoice and is applied monthly until full payment is received. Urban Rituelle will charge a 2% fee for any credit card payments on accounts 60 days overdue from date of invoice.
8.4Any expenses, costs or disbursements incurred by Urban Rituelle in recovering any outstanding monies, including debt collection agency fees and solicitor’s costs, shall be paid by the Applicant, providing that those fees do not exceed the scale charges as charged by that debt collection agency/solicitor, and in any event any debt collection commission is not to exceed 18% of the debt value, plus out of pocket expenses.
8.5Urban Rituelle shall be entitled, without notice, to terminate any credit arrangement with the Applicant in the event of the Applicant defaulting in any of the terms and conditions herein contained.
9.All deliveries where freight is organised by Urban Rituelle will be charged to the purchaser.Additional freight charges will be incurred if a 2nd delivery is required due to unusual trading hours not being disclosed to Urban Rituelle.Any times quoted for delivery and/or supply are estimates only and Urban Rituelle shall not be liable for failure to deliver/supply, or for delay in delivery/supply. The Customer shall not be relieved of any obligation to accept or pay for Goods, by reason of any delay in delivery/supply or dispatch.
10.Backorders under $50 will not be supplied.All backorders will be charged at a minimum flat rate of $10.00 freight.
11.Urban Rituelle reserves the right to stop supply at any time if the Customer fails to comply with the Terms.
12.Urban Rituelle invests heavily into the latest packaging, skills and time to ensure the Applicant’s order is packed to withstand normal freight. Each order is also double checked for accuracy.If, however, your order arrives in an unsatisfactory condition, Urban Rituelle must be informed in writing within seven (7) days of receiving the said goods. Urban Rituelle will only accept a claim within this seven (7) day period. Any cartons received damaged should be stated on the consignment note when signing for delivery. An Urban Rituelle Claim Form must be completed and returned to Urban Rituelle for claim assessment and approval.
13.Urban Rituelle will not accept return of goods for reason of change of mind by purchaser. If the goods were incorrectly supplied, the purchaser must obtain authority of return from Urban Rituelle within 7days. All goods returned must be of merchantable, of first class quality such that the goods are complete in their original packaging, not shop-soiled, are not price ticketed and are still listed in the current price list. An Urban Rituelle Claim Form must be completed and returned to Urban Rituelle for claim assessment and approval for goods to be returned.
14.No cancellations or partial cancellation of an order by the purchaser shall be accepted by Urban Rituelle unless it has first consented in writing to such cancellation or partial cancellation and unless a cancellation charge has been paid which, as determined by Urban Rituelle, will indemnify Urban Rituelle against all loss, without limitation.
15.All items shown on the Urban Rituelle price list and catalogues are subject to price changes at any time without notice; items may also be unavailable due to being sold out.
16.Until full payment has been made for all Goods, and any other sums in any way outstanding from the Customer to Urban Rituelle from time to time:-
16.1All sums outstanding become immediately due and payable by the Customer to Urban Rituelle if the Customer makes default in paying any other sums due to Urban Rituelle, becomes bankrupt, or commits any act of bankruptcy, compounds with its creditors, has judgment entered against it in any court or, being a company, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding the provisions of any other clause in these Terms.
16.2The property in the Goods shall not pass to the Customer and the Customer shall hold the Goods as bailee for Urban Rituelle (returning the same to Urban Rituelle on request). The Goods shall nevertheless be at the risk of the Customer from the time of delivery/supply and the Customer must insure the Goods from the time of delivery/supply.
16.3The Customer is only authorised to sell the Goods (or any portion of them) to third parties as the fiduciary agent of Urban Rituelle provided that there shall be no right to bind Urban Rituelle to any liability to such third party by contract or otherwise. All payments (direct or indirect) received from such third parties by the Customer for the Goods (or any portion of them) shall be held on trust for Urban Rituelle pursuant to the fiduciary relationship.
16.4In the event that the Customer incorporates or transforms the Goods (or any portion of them) into any other goods or products produced by the Customer (or a third party), then the Customer must hold a proportion of any payment ("relevant proportion") received by the Customer for such goods or products on trust for Urban Rituelle. The Customer expressly acknowledges that the relevant proportion shall be equal to the dollar value of the Goods incorporated or transformed and the Customer further acknowledges that any part payment (not exceeding the relevant proportion) received by the Customer for such goods or products is received as payment first of the relevant proportion.
16.5Urban Rituelle is irrevocably authorised to enter any premises where the Goods are kept, and to use the name of the Customer and to act on its behalf, if necessary, to recover possession of the Goods without liability for trespass or any resulting damage.
16.6The Seller may recover possession of any Goods in transit whether or not delivery has occurred.
16.7The Customer shall not change or grand any encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Seller.
16.8The Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
17.Personal Property Securities Act 2009 (“PPSA”)
17.1In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
17.2Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Customer to the Seller for Services – that have previously been supplied and that will be supplied in the future by the Seller to the Customer
17.3The Customer undertakes to:
(a)Promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Seller may reasonably require to:
(i)Register a financing statement or financing change statement in relation
to a security interest on the Personal Property Security Register;
(ii)Register any other document required to be registered by the PPSA; or
(iii)Correct a defect in a statement referred to in clause 11.3(a)(i) / 11.3(a)(ii);
(b)Indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financingstatement or financing charge statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby:
(c)Not register a financing change statement in respect of a security interest without the prior written consent of the Seller;
(d)Not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of the Seller;
(e)Immediately advise the Seller of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
17.4The Seller and the Customer agree that section 96,115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
17.5The Customer waives their rights to receive notices under section 95, 118, 121(4),130, 132(3)(d) and 132(4) of the PPSA
17.6The Customer wavestheir rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA
17.7Unless otherwise agreed to in writing by the Seller, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.
17.8The Customer must unconditionally ratify any actions taken by the Seller under clauses 11.3 to 11.5.
17.9Subject to any express provisions to the contrary (including those contained in this clause 11) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA
17.10A PPSA is put in place at the Sellers discretion.
18.Security and Charge
18.1In Consideration of the Seller agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance of the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
18.2The Customer indemnifies the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Seller’s right under this clause.
18.3The Customer irrevocable appoints the Seller and each director of the Seller as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any documents on the Customer’s behalf.
19.On-line Retailers must complete an additional “Online Stockist Application” and refer to full conditions outlined on such Application.In summary, On-line Retailers must have their website approved by Urban Rituelle, will agree to sell Urban Rituelle products at the full recommended retail price.Third party/auction sites (for example E-bay, Gumtree etc.) are not approved on-line retailers.
20.All professional images can be supplied by Urban Rituelle once orders have been dispatched. Urban Rituelle website & catalogue are protected by copyright, trade mark, and other intellectual property legislation, and are available for your companies business use only.
21.In the case of a Trust Company, the Applicant acknowledges that the Trustee shall be liable on the account and that in addition, the assets of the trust shall be available to meet payment of the account.
22.Change of ownership / Registered Particulars: The Applicant shall, no later than fourteen (14) days prior to any proposed changes of ownership, change in Registered Particulars, alteration or addition advise Urban Rituelle about the change, alteration or addition, and the Applicant shall be liable for any goods supplied by Urban Rituelle after such change, alteration or addition, unless Urban Rituelle shall have acknowledged by written acceptance of the intending change, alteration or addition.
To enable Urban Rituelle to assess the Customer’s application for credit, the Customer authorises Urban Rituelle:
21.1To obtain from a credit reporting agency a consumer or commercial credit report containing personal information about the Customer and its guarantors pursuant to Section 18K(1) of the Privacy Act; and
21.2To obtain a report from a credit reporting agency and other information in relation to the Customer’s commercial credit activities; and
21.3To give to a credit reporting agency information including identity particulars and application details;
23.Privacy Act 1988
23.1The Customer authorises the Seller to give to and obtain from any credit provider named in the accompanying credit application and credit providers that may be named in a credit report issued by a credit reporting agency information about the Customer’s credit arrangements. The Customer understands that this information can include any information about its credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act. The Customer understands that information can be used for the purposes of assessing its application for credit (Section 18L(4) Privacy Act), assisting it to avoid defaulting on its credit obligations, assessing its credit worthiness and notifying other credit providers and credit reporting agencies of a default by it under these Terms.
23.2The Customer agrees that personal credit information provided may be used or retained by the Seller for the following purposes (and for the other agreed purposes or required by):
(1)The provision of Goods, and/or
(2)Analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods; and/or
(3)Processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
(4)Enabling the collection of amounts outstanding in relation to the Goods.
23.3The Customer agrees that any personal information provided may be used for marketing purposes between the Seller and the Customer.
23.4The Customer shall have the right to request (by e-mail) from the Seller:
(1)A copy of the information about the Customer retained by the Seller and the right to request that the Seller correct any incorrect information; and
(2)That the Seller does not disclose any personal information about the Customer for the purpose of direct marketing.
23.1The Seller will destroy personal information upon the Customer’s request (by-email) or if it is no longer required to be maintained and/or stored in accordance with the law.
24.No warranties except those implied and that by law cannot be excluded are given by Urban Rituelle in respect of Goods supplied. Where it is lawful to do so, the liability of Urban Rituelle for a breach of a condition or warranty is limited to the replacement of the Goods, the supply of equivalent Goods, the payment of the cost of repairing or replacing the Goods or acquiring equivalent Goods, as determined by Urban Rituelle.
25.These Terms shall be governed by and interpreted according to the laws of New South Wales and Urban Rituelle and the Customer consent and submit to the jurisdiction of the Courts of New South Wales. Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Terms shall continue in full force and effect.
26.The Customer agrees that the Seller may amend these terms and conditions by notifying the customer in writing. These changes shall be deemed to take effect at such time as the Customer makes a further request for the Seller to provide Goods to the Customer.
27.Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations of them.
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